Common use of Letters of Credit Clause in Contracts

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 30 days before the Termination DateMaturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 2.4(d), agrees to issue trade and standby (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “US Letters of Credit”), Credit in an Approved Currency for the account of any US Borrower, or the account of such US Borrower from time to time for the benefit of any Restricted Subsidiary, and (y) Canadian Letters of Credit in an Approved Currency for the account of any Canadian Borrower, or the account of such Canadian Borrower for the benefit of any Restricted Subsidiary, in each case on any Business Day during the period applicable Availability Period in such form as may be approved from the date hereof until 60 days before the Termination Date in an aggregate Available Amount time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation to issue any US Letter of Credit if, after giving effect to such issuance, (i) for all the LC Exposure with respect to US Letters of Credit not to would exceed at any time the Letter of Credit Facility at such timeUS LC Sublimit, (ii) for all the Total US Revolving Credit Exposure would exceed the US Line Cap at such time or (iii) the Total Revolving Credit Exposure would exceed the Line Cap at such time; provided, further, that no Issuing Bank shall have any obligation to issue any Canadian Letter of Credit if, after giving effect to such issuance, (I) the LC Exposure with respect to Canadian Letters of Credit issued by such Issuing Bank not to would exceed such Issuing Bank’s Letter of the Canadian LC Sublimit, (II) the Total Canadian Revolving Credit Commitment Exposure would exceed the Canadian Line Cap at such time, and time or (iiiIII) for each such Letter of the Total Revolving Credit not to Exposure would exceed the Unused Revolving Credit Commitments of the Lenders Line Cap at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Subject to the Issuing Bank that issued such Standby Letter of Credit terms and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveherein, the Borrower Representative may request the issuance of Letters of Credit under for its own account or for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is three (3) Business Days prior to the Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable to the Issuing Bank and the Agent); provided, further, that, notwithstanding anything to the contrary herein, no Issuing Bank shall have any obligation to issue any US Letter of Credit or Canadian Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency between the terms and conditions of this Section 2.01(b)Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, repay or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) Credit, the terms and request the issuance conditions of additional Letters this Agreement shall control. Any purported grant of Credit under this Section 2.01(b)a security interest in any LC Document shall be null and void.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower and in the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Funding Date until 60 5 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the lesser of (x) the Unused Letter of Credit Facility Amount at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually either (i) upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii) automatically unless such Issuing Bank has notified the Borrower beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”"); provided that (i) the applicable Issuing Bank shall not give a Notice of Termination unless (x) such Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or (y) the applicable conditions set forth in Article III are not satisfied at such time and (Bii) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed or terminated and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters based in respect of Credit not to exceed at any time the Letter of Credit Facility at such time, to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the earliest Termination Date and (A) in for which the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date aggregate Commitments of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) extensions of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuea) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all The Existing Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all described in Schedule 2.4 shall be ------------ Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject Subject to the limits referred terms and conditions hereof, at any time and from time to abovetime from the Closing Date through the Line A Maturity Date, the Borrower may request the issuance of Issuing Lender shall issue such Letters of Credit under this Section 2.01(b)the Line A Commitment as Borrower may request by a Request for Letter of Credit; provided that (i) giving effect to all such Letters of Credit, repay -------- the sum of (A) the aggregate principal amount outstanding under the Line A --- Notes, plus (B) the Aggregate Effective Amount of all outstanding Letters of ---- Credit, plus (C) the Swing Line Outstanding do not exceed the then applicable ---- Line A Commitment, (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $10,000,000 and (iii) with respect to a Request for Letter of Credit with respect to a Foreign Currency Letter of Credit, the Issuing Lender shall not be obligated to issue the Foreign Currency Letter of Credit with respect to a particular Foreign Currency if and so long as the Issuing Lender determines that current or reasonably expected market conditions for that Foreign Currency are unusually unstable or would make it unlawful, impossible or impracticable for the Issuing Lender to fund or hedge its obligations under the Foreign Currency Letter of Credit. For purposes of the foregoing, the aggregate principal amount outstanding under the Line A Notes and the Aggregate Effective Amount of outstanding Letters of Credit, to the extent consisting of Foreign Currency Loans and Foreign Currency Letters of Credit, respectively, shall be based on the Foreign Currency Equivalents thereof as of the Banking Day immediately preceding the date of the Request for Letter of Credit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the term of any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cshall not exceed one (1) and request year or extend beyond the issuance of additional Letters of Credit under this Section 2.01(b)Line A Maturity Date.

Letters of Credit. (a) The Letter of Credit Facility. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (together with the “Existing Letters of Credit”), the "Letters of Credit") for the account of the any Borrower from time to time on any Business Day during the period from the date hereof until 60 10 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) 10 days before the Termination Date and (AB) (1) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, thereof (but such Standby Letter of Credit may by its terms be automatically renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B2) in the case of a Trade Documentary Letter of Credit, 60 days one year after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before after the Termination Datedates referred to in clause (A) above. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.16(a).

Letters of Credit. Each Issuing Bank severallyThe Lender will, but not jointly, agrees, on subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time this Agreement and the Letter of Credit Facility Agreement as hereafter defined, and upon Borrower's request from time to time, cause merchandise letters of credit (the "Merchandise L/C's") or standby letters of credit (the "Standby L/C's") to be issued for the Borrower's account (the Merchandise L/C's and the Standby L/C's being referred to collectively as the "Letters of Credit"). The Lender will not cause to be opened any Letter of Credit if: (a) the maximum face amount of the requested Letter of Credit, plus the aggregate undrawn face amount of all outstanding Letters of Credit under this Agreement would exceed Three Hundred Thousand and No/100 Dollars ($300,000); or (b) the maximum face amount of the requested Letter of Credit, and all commissions, fees, and charges due from Borrower to Lender in connection with the opening thereof, would cause the Availability to be exceeded at such time. In addition, (ii) for all Letters with respect to any Merchandise L/C, the requested term of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit may not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date 180 days, and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but no Merchandise L/C may by its terms be renewable annually scheduled to be outstanding on the Termination Date. Standby L/C's may have terms that extend beyond the Termination Date but upon notice termination of this Agreement, all Letters of Credit must be either terminated with the consent of the beneficiary thereof, replaced with a letter of credit provided by a financial institution acceptable to Lender, collateralized by cash or cash equivalent, or otherwise satisfied in a manner acceptable to Lender. The Letters of Credit shall be governed by a Letter of Credit Financing Agreement - Supplement to Third Amended and Restated Loan and Security Agreement between the Lender and the Borrower ("Letter of Credit Agreement"), in the form attached hereto as Exhibit "O" and made a “Notice of Renewal”) given part hereof, in addition to the Issuing Bank that issued such Standby Letter terms and conditions hereof. All payments made and expenses incurred by the Lender pursuant to or in connection with the Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior Agreement will be charged to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)'s loan account as Revolving Loans.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Working Capital Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 15 days before the Working Capital Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 15 days before the Working Capital Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each The applicable Issuing Bank severallyLender shall, but not jointly, agrees, on at the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account request of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Company, issue one or more Letters of Credit not to exceed at any time hereunder, with expiry dates that would occur after the Letter of Credit Facility at Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s on the Letter of Credit Commitment at such time, and (iii) for each such Expiration Date pursuant to the terms of Section 2.20(a)(ii). In the event the Company fails to fully Cash Collateralize the outstanding LOC Obligations on the Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Expiration Date, each outstanding Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary automatically be deemed to require renewal) later than the earlier of 60 days before the Termination Date and (A) be drawn in the case of a Standby Letter of Credit one year after the date of issuance thereoffull, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Company shall be deemed to have been so delivered for all purposes under this Agreement. Within requested a Base Rate Loan to be funded 3951155352.2 DMSLIBRARY01\31771180.v14 UNIVERSAL HEALTH REALTY INCOME TRUST FIRST AMENDMENT TO CREDIT AGREEMENT by the limits of Revolving A Lenders on the Letter of Credit FacilityExpiration Date to reimburse such drawing (with the proceeds of such Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including, without limitation, as a result of the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that it shall fund its Participation Interests in the outstanding LOC Obligations on such day (with the proceeds of such funded Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). Each Revolving A Lender’s obligation to make such payment to the applicable Issuing Lender, and subject the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the limits referred to abovetermination of this Agreement or the Commitments hereunder, the Borrower may request existence of a Default or Event of Default or the issuance acceleration of Letters of Credit under this Section 2.01(b)the Obligations hereunder and shall be made without any offset, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)abatement, withholding or reduction whatsoever.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrowers’ application from time to time by use of the Bank’s standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank’s agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank’s standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit Credit denominated in Dollars (for the “Letters account of Credit”)Borrower, and as applicable, at the discretion of Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 60 days before the Termination Date approval by Issuing Lender, in an aggregate Available Amount its sole discretion; and, provided further, that after giving effect to all such Letters of Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Lender's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timein accordance with Section 2.3.11. No Each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby Letter such documents are inconsistent with the terms of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance terms of Letters of Credit this Agreement shall control. An Issuing Lender shall not be under this Section 2.01(b), repay any obligation to issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).if:

Letters of Credit. Each Issuing Bank severally(A) Provided that an Unmatured Event of Default or Event of Default does not then exist and all of the conditions precedent in Section 10 of this Loan Agreement have been satisfied, but not jointlyLender may, agrees, on the terms at Borrower’s request and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date Borrower, issue one or more Letters of Credit in an aggregate Available Amount (i) for all Letters of Credit not to exceed undrawn face amount outstanding at any one time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments lesser of (1) the Borrowing Base less the outstanding amount of the Lenders at such timeRevolving Loans, (2) the Maximum Revolving Loan less the outstanding amount of the Revolving Loans, or (3) Five Hundred Thousand and no/100 Dollars ($500,000.00). No Letter The Letters of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one (1) year after from the date of issuance thereofissuance, but may or (b) the Revolving Loan Termination Date. Borrower shall reimburse Lender, immediately upon demand, for any payments made by its terms be renewable annually upon notice (a “Notice of Renewal”) given Lender to the Issuing Bank that issued such Standby any Person with respect to any Letter of Credit and until Lender shall be so reimbursed by Borrower such payments by Lender shall be deemed to be a part of the Administrative Agent Revolving Loans. The obligation of Borrower to reimburse Lender for payments and disbursements made by Lender under or on or prior to any date for notice account of renewal set forth in such Letter the Letters of Credit shall be absolute and unconditional irrespective of any setoff, counterclaim or defense to payment which Borrower may have or have had against Lender or such beneficiary, including, but in not limited to, any event at least three Business Days prior defense based on the failure of such demand for payment to conform to the date terms of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter Letters of Credit, 60 days after any non-application or misapplication by such beneficiary of the date proceeds of issuance thereofsuch demand for payment or the legality, validity, regularity or enforceability of the Letters of Credit or any document or contract related to or required to be presented under the terms of the Letters of Credit; provided, however, that Borrower shall not be obligated to reimburse Lender for any wrongful payment or disbursement made by Lender under or on account of the Letters of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of Lender or any of its officers, employees or agents. If any of the terms and provisions set forth in this Section 2.2 contradict or conflict with the terms and provisions of any reimbursement agreement or master letter of credit agreement executed and delivered prior hereto, contemporaneously herewith or hereafter by Borrower to Lender, the terms of each Standby Letter such reimbursement agreement or master letter of Credit that is automatically renewable annually credit agreement shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed govern and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)control.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than during the period from and including the Effective Date to, but not including the Letter of Credit Expiration Date, each Issuing Lender shall take such Issuing Bank’s Investment Grade Rating to issue) letters Letter of credit Credit Actions denominated in Dollars (the “Letters of Credit”), for the account of as the Borrower may from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofrequest; provided, however, that (i) the terms Outstanding Revolving Obligations of each Standby Revolving Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Outstanding Revolving Obligations of all Revolving Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall not exceed the combined Revolving Commitments at any time and (iii) the Letter of Credit that is automatically renewable annually Usage shall (x) require not exceed the Issuing Bank that issued such Standby Letter of Credit Sublimit at any time. Subject to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, subsection (yf) permit such beneficiary, upon receipt of such notice, below and unless consented to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to Lender and the immediately preceding sentenceAdministrative Agent, such Standby no Letter of Credit shall may expire on more than 12 months after the date on which it otherwise would have been automatically renewedof its issuance or last renewal; provided, however, that even in no Letter of Credit shall expire after the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed Business Day which is at least five days prior to the contrary Revolving Termination Date (as it may be extended). In the event that any Revolving Lender’s Revolving Commitment terminates prior to an extended Revolving Termination Date as contemplated by Section 2.04(b) , the Administrative Agent or respective participations of the Borrower, deem that a Notice other Revolving Lenders in all outstanding Letters of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed redetermined on the basis of their respective Revolving Commitments after giving effect to have been so delivered for all purposes under this Agreement. Within such termination, and the participation therein of the Lender whose Revolving Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Letter Revolving Commitments which are not terminated, prepay on such date all or a portion of Credit Facilitythe outstanding Revolving Loans, and subject to the limits referred to above, the Borrower may request the issuance such redetermination and termination of participations in outstanding Letters of Credit under this Section 2.01(b), repay shall be conditioned upon their having done so. If any Letter of Credit Advances resulting from drawings thereunder pursuant Usage remains outstanding on the Revolving Termination Date (as it may be extended), the Borrower shall, on the Revolving Termination Date (as it may be extended), deposit cash in an amount equal to Section 2.04(c) and request the issuance of additional Letters Letter of Credit under this Section 2.01(b)Usage applicable to it in a Letter of Credit Cash Collateral Account.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2018-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2018-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2018-2 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2018-2 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2018-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2018-2 Letter of Credit not Liquidity Amount on the Series 2018-2 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2018-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2018-2 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2018-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2018-2 Cash Collateral Account and deposit in the Series 2018-2 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2018-2 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2018-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2018-2 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2018-2 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2018-2 Letters of Credit under (or withdraw from the Series 2018-2 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2018-2 Liquidity Amount on such date over (y) the Series 2018-2 Required Liquidity Amount on such date.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letter of Credit (set forth on Schedule III hereto) (collectively, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Borrower, the Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), "LETTERS OF CREDIT") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 20 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days 10 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 20 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even 41 41 in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, The Borrower shall pay directly to issue (or cause each L/C Issuer for its Affiliate that is own account a commercial bank that has an Investment Grade Rating equal fronting fee with respect to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the each Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not it equal to exceed such Issuing Bank’s Letter 0.125% per annum of the maximum amount available (l) Provisions Related to Extended Revolving Credit Commitment at such time, and (iii) for each Commitments. If the Maturity to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect Date in respect of any Participating Revolving Credit Commitments occurs prior to exceed the Unused expiry date under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of any Letter of Credit, then (i) if one or more other Participating Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but Credit). Such fronting fees shall be computed on a quarterly basis in any event at least three Business Days prior to the date of the proposed renewal of arrears. are then in effect (or will automatically be in effect upon such Standby Letter maturity), such Letters of Credit Such fronting fees shall be due and upon fulfillment of payable in Dollars on the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms 15th day of each Standby Letter of Credit that is April, July, shall automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered issued (including for all purposes under this Agreement. Within of the limits obligations of October and January, commencing with the first such date to occur after the issuance of such Letter the Participating Revolving Credit Lenders to purchase participations therein and to make of Credit, on the Letter of Credit FacilityExpiration Date and thereafter on demand, provided that if any Revolving Credit Loans and subject payments in respect thereof pursuant to Sections 2.26(c) and (d)) such day is not a Business Day, payment shall be due on the limits referred to abovenext succeeding Business Day. In under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the non- addition, the Borrower may request the issuance of Letters shall pay directly to each L/C Issuer for its own account with respect to terminating Participating Revolving Credit Commitments up to an aggregate amount not to exceed each Letter of Credit under this Section 2.01(b)the customary issuance, repay presentation, amendment and other processing fees, the aggregate principal amount of the unutilized Participating Revolving Credit Commitments and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time continuing at such time (it being understood that no partial face amount of any Letter of Credit Advances resulting from drawings thereunder to time in effect. Such customary fees and standard costs and charges are due and payable within may be so reallocated) and (ii) to the extent not reallocated pursuant to Section 2.04(cimmediately preceding ten (10) Business Days of demand and are non-refundable. clause (i) and request unless provisions reasonably satisfactory to the issuance applicable L/C Issuer for the treatment of additional Letters such Letter of Credit as a letter of credit under this Section 2.01(ba successor credit facility have been (j).

Letters of Credit. Each The Borrower, the Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated (each a "LETTER OF CREDIT") in Dollars (the “Letters of Credit”), U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the date hereof until 60 days Effective Date to ten Business Days before the scheduled Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such timeBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in ten Business Days prior to the case of a Standby Letter of scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 60 days before ten Business Days prior to the scheduled Termination DateDate for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Tranche A Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 5 days before the Tranche A Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 5 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).the

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (collectively, the “"Letters of Credit”)", and each a "Letter of Credit") for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the date hereof Effective Date until 60 10 days before prior to the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Banks not to exceed at any time the lesser of (A) the aggregate Letter of Credit Facility Commitments at such time, time and (iiB) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s the Letter of Credit Commitment of such Issuing Bank at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks at such time. No Letter Letters of Credit shall have an expiration date dates (including all rights of the Borrower or the beneficiary to require renewalrequest renewals thereof pursuant to the next sentence) later than the earlier of 60 days before the Termination Date and (Ax) in the case of a Standby Letter of Credit one year after from the date of issuance thereofand (y) 10 Business Days prior to the Termination Date; provided, but however, that upon the Borrower's request, the Issuing Banks agree, on the terms and conditions hereof, to issue Long-Dated Letters of Credit with an aggregate outstanding face value not exceeding 33-1/3% of the aggregate amount of the Revolving Credit Commitments (which Long-Dated Letters of Credit shall in no event expire later than 10 Business Days before the Termination Date). Notwithstanding the foregoing, any Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to automatically annually, unless the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such relevant Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date"). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(a) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time, provided that such obligation of the Issuing Banks shall be contingent on no Revolving Credit Lender being a Delinquent Lender (provided that the Issuing Bank may, in its sole discretion, be entitled to waive this condition). All Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of the date that is 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofCredit, but may by its terms provide that such expiration date will be renewable annually upon notice (automatically extended for a “Notice of Renewal”) given period and on terms acceptable to the Issuing Bank that issued issues such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable extendible annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalextension) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated (each a "LETTER OF CREDIT") in Dollars (the “Letters of Credit”), U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) extending credit or securing an Obligation on behalf of the Borrower or any of the Restricted Subsidiaries (or, solely to the extent permitted under Section 5.02(e)(iii)(C), any of the Unrestricted Subsidiaries) from time to time on any Business Day during the period from the date hereof until 60 days Effective Date to ten Business Days before the scheduled Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such timeBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in ten Business Days prior to the case of a Standby Letter of scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 60 days before ten Business Days prior to the scheduled Termination DateDate for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. In addition, each of the Letters of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of a Default under Section 6.01(a) or 6.01(f) or an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving the beneficiary thereof 15 days from the date of such Default Termination Notice to draw under such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this subsection (e), the Borrower may request the issuance of Letters of Credit under this Section 2.01(bsubsection (e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(bsubsection (e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2019-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2019-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2019-2 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2019-2 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2019-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2019-2 Letter of Credit not Liquidity Amount on the Series 2019-2 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2019-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2019-2 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2019-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2019-2 Cash Collateral Account and deposit in the Series 2019-2 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2019-2 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2019-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2019-2 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2019-2 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2019-2 Letters of Credit under (or withdraw from the Series 2019-2 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2019-2 Liquidity Amount on such date over (y) the Series 2019-2 Required Liquidity Amount on such date.

Letters of Credit. Each Issuing Bank severally(a) . With respect to any obligations of Sellers or their Affiliates (other than the Transferred Companies) under any guaranties, but not jointlyletters of credit, agreesletters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Sellers relating to the business of the Transferred Companies (“Affiliate Obligations”) listed on the terms Schedule 5.12, Buyers shall use reasonable best efforts to have Sellers and conditions hereinafter set forththeir Affiliates irrevocably and unconditionally released and discharged as guarantors, to issue (obligors or cause its parties having any other obligation in respect of such Affiliate that is a commercial bank that has an Investment Grade Rating equal Obligation prior to or better at Closing, through arrangements reasonably satisfactory to the Sellers and none of Sellers or their Affiliates will have any further obligation or liability in connection therewith. With respect to any Affiliate Obligations other than those listed on Schedule 5.12, Sellers shall, and Sellers shall cause their Affiliates to, keep in place all such Issuing Bank’s Investment Grade Rating to issue) letters Affiliate Obligations until the earlier of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, earliest possible expiration by its terms or (ii) such time as such Affiliate Obligation is terminated pursuant to mutually acceptable arrangements between Buyers and Sellers. In the event Sellers and their Affiliates are not released and discharged prior to or at Closing from any Affiliate Obligations in accordance with this Section 5.12 (whether or not listed on Schedule 5.12), Buyers shall use reasonable best efforts to have Sellers and their Affiliates released and discharged as promptly as practicable after the Closing and the Transferred Companies and Buyers shall indemnify and hold harmless Sellers and their Affiliates for all Letters payments Sellers or their Affiliates make after the Closing Date under any Affiliate Obligation. With respect to any obligations of Credit issued any Transferred Company under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by such Issuing Bank not any Transferred Company relating to exceed such Issuing Bank’s Letter any business of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed Sellers or their Affiliates other than the Unused Revolving Credit Commitments business of the Lenders at such time. No Letter of Credit Transferred Companies, Sellers shall have an expiration date (including all rights cause each Transferred Company to be fully released, in each case, effective as of the Borrower or the beneficiary Closing, with respect to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal all obligations of such Standby Letter of Credit Transferred Company and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew Subsidiaries under any such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)guaranties.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 thirty (30) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Issuing Banks' Letter of Credit Facility Commitments at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed (after giving effect to any immediate application of the proceeds thereof) the Unused Revolving Credit Commitments of the Lenders Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) thirty (30) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 thirty (30) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(e), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on 3.6.1 Subject to the terms and conditions hereinafter set forthhereof, Borrower and any Wholly-owned Subsidiary may request the Agent to cause to be issued by Agent or, subject to the Intercreditor Agreement among Agent and the Banks dated even date herewith, any other Bank that so agrees Standby Letters of Credit or Commercial Letters of Credit for Borrower's or such Subsidiary's account, each of which, upon the issuance thereof, will constitute a Letter of Credit. Any Letter of Credit issued pursuant to this Agreement shall have a term, not including renewals, not exceeding one year. The Borrower or Wholly-owned Subsidiary for whose account a Letter of Credit is issued shall execute and deliver to the Issuing Bank (subject in any event to the terms of this Agreement and the Notes) such bank's standard application and reimbursement documents with respect thereto. Borrower shall be obligated, which obligation shall (a) survive the maturity of any Loan or Commitment provided for hereunder, (b) be joint and several with the obligations of any Wholly-owned Subsidiary for which a Letter of Credit is issued, and (c) be effective regardless of whether there exists any availability under any of the Commitments, to issue (or cause its Affiliate that reimburse the Issuing Bank for any funds drawn upon any Letter of Credit. Unreimbursed Letter of Credit amounts shall bear interest from the date the applicable Letter of Credit is a commercial bank that has honored until satisfaction of the Borrower's reimbursement obligation at an Investment Grade Rating annual rate equal to the Prime Rate. The Total Line of Credit Loan Commitment shall be reduced by the face amount of each Letter of Credit issued hereunder until the earlier of (i) the expiration or better than termination thereof, and (ii) payment by Borrower to the Issuing Bank of its reimbursement obligation with respect thereto. Also, the Single Facility Loan Commitment shall be reduced by the face amount of each Non-participated Letter of Credit until the earlier of (u) the expiration or termination thereof, and (v) payment by Borrower to MNB of its reimbursement obligation hereunder with respect thereto. Provided (w) the Line of Credit Maturity has not passed, and (x) there exists adequate availability under the Total Line of Credit Loan Commitment, at such time as funds are drawn upon a Participated Letter of Credit, the amount of such draw may, in the discretion of the Agent, be deemed to be borrowed under the Total Line of Credit Loan Commitment and immediately will begin to bear interest as a Prime Rate Loan. Provided (y) the Single Facility Loan Maturity has not passed, and (z) there exists adequate availability under the Single Facility Loan Commitment, at such time as funds are drawn upon a Non-participated Letter of Credit, the amount of such draw may, at MNB's discretion, be deemed to be borrowed under the Single Facility Loan Commitment and immediately will begin to bear interest as a Prime Rate Loan. Borrower will pay, to the Agent for Participated Letters of Credit (for distribution to the Banks, net of funds paid to the Issuing Bank’s Investment Grade Rating Bank by Borrower or a Wholly-owned Subsidiary for the costs of issuance), and to issue) letters of credit denominated in Dollars (the “MNB for Non-participated Letters of Credit”), for the account a fee of .50% per annum of the Borrower from time to time on face amount of any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the newly issued or renewed Standby Letter of Credit Facility at the time of issuance or renewal of such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Credit. Such fee is nonrefundable and (iii) for each Borrower shall not be entitled to any rebate of any portion thereof if such Letter of Credit does not remain outstanding through its stated expiry date or for any other reason. The Banks' agreement to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter issue Letters of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall will expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter Line of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Maturity.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a "Letter of Credit") denominated in Dollars (the “Letters of Credit”), or a Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued hereunder not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the Termination Date and (A) in the case of a Standby Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit from time to time for the account of the Borrower from time (or to time on any Business Day during extend the period from stated maturity thereof or to amend or modify the date hereof until 60 days before the Termination Date terms thereof), in an aggregate Available Amount (i) stated amount not exceeding such LC Issuing Bank's Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit not to exceed at any one time outstanding equal to the LC Commitment Amount, on not less than two Business Days' prior notice thereof by delivery of (x) a Request for Issuance to the Administrative Agent and (y) such LC Issuing Bank's standard form of Letter of Credit Facility at application for the requested Letter of Credit to the letter of credit department of such timeLC Issuing Bank for the account of the Borrower. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) for all Letters the date (which shall be a Business Day) of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter issuance of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewaldate of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the earlier of 60 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit date occurring one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and (y) the fifth Business Day preceding the Termination Date applicable to the Lender that is the LC Issuing Bank issuing such Letter of Credit), (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. If so requested by the Borrower, a Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent on or prior that the applicable conditions precedent have not been satisfied. Upon each issuance of a Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, without further action by any party hereto, to any date for notice of renewal set forth have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit but in any event at least three Business Days prior equal to the date such Lender's Commitment Percentage of the proposed renewal aggregate amount available to be drawn under such Letter of such Standby Credit. Upon each modification of a Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such by any LC Issuing Bank has notified which modifies the Borrower (with a copy aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Administrative Agent) on Lenders shall be deemed, without further action by any party hereto, to have purchased or prior to the date for notice of termination set forth sold, as appropriate, participations in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named Lender's participation in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence equal such Lender's Commitment Percentage of receipt such modified aggregate amount available to be drawn under such Letter of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Each Letter of Credit Facility, and subject shall utilize the Commitment of each Lender by an amount equal to the limits referred to above, the Borrower may request the issuance amount of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)such participation.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthof this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account upon request of the Borrower to issue from time to time on for the account or benefit of the Borrower or any Business Day during of its Subsidiaries Letters of Credit upon delivery to the period from Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in form and content acceptable to the date hereof until 60 days before Issuing Bank; PROVIDED, that if a Letter of Credit is to be issued for the Termination Date in account or benefit of a Subsidiary of the Borrower, both the Borrower and such Subsidiary jointly and severally as co-applicants shall deliver to the Issuing Bank an aggregate Available Amount Application and Agreement for Letter of Credit, and PROVIDED FURTHER, that (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank Outstandings shall not to exceed such Issuing Bank’s the Letter of Credit Commitment at such time, and (iiiii) for each such no Letter of Credit not to shall be issued if, after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit Outstandings shall exceed the Unused Revolving Credit Commitments of the Lenders at such timeCommitment. No Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary any Subsidiary named in such Letter of Credit to require renewal) or payment date occurring later than the earlier to occur of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of its issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given with respect to the Issuing Bank that issued such Standby Letter Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 one hundred eighty days after the date of its issuance thereofwith respect to Documentary Letters of Credit; providedor (B) the fifth Business Day prior to the Stated Termination Date. Borrower agrees that it is jointly and severally liable for all Reimbursement Obligations and other obligations with respect to Letters of Credit previously issued or to be issued for the account or benefit of any Subsidiary as if and to the same extent as if Borrower were the sole applicant therefor, however, and that any Letters of Credit issued on application of a Subsidiary or the joint application of the Borrower and a Subsidiary shall be subject to all the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)including applicable sublimits.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars at the request of any Borrower (such issuance, and any funding of a draw thereunder, are deemed made by the “Letters of Credit”), for Issuing Banks in reliance on the account agreements of the Borrower other Banks pursuant to Section 2.2) from time to time on any Business Day during the period from the Effective Date until the earlier of (A) the date hereof until 60 of termination in whole of the Commitments pursuant to Section 2.4 or 6.1 or (B) the date that is 30 days before prior to the date listed in clause (i) of the definition herein of “Termination Date Date” in an aggregate Available Amount such that, immediately after giving effect to the issuance of each Letter of Credit, the aggregate Letter of Credit Liabilities (i) for in respect of all Letters of Credit issued by the Issuing Banks do not to exceed at the time of any time such issuance the aggregate of all Letter of Credit Facility Commitments at such time, (ii) for in respect of all Letters of Credit issued by such any Issuing Bank do not to exceed at the time of any such Issuing Bank’s issuance the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) for each such Letter in respect of all Letters of Credit outstanding at the time of any such issuance issued at the request of any Borrower do not exceed an amount equal to exceed the Unused Revolving Credit Commitments of the Lenders Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time; provided that in no event shall the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to any Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit exceed the Revolving Credit Commitment of such Bank for TWC at the time of any such issuance; provided further that no Issuing Bank shall be under any obligation to issue a letter of credit if, in the reasonable opinion of such Issuing Bank, such letter of credit would violate or conflict with any regulatory or legal restriction applicable to such Issuing Bank, or an internal policy, procedure or guideline of such Issuing Bank generally applicable to the issuance of letters of credit. No Letter of Credit shall have an expiration date (including all rights of the a Borrower or the beneficiary to require renewalrenewals, but excluding automatic renewal provisions if the relevant Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than 7 Business Days prior to. the date set forth in clause (i) of the definition herein of Termination Date) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 7 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower clause (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewali) of such Standby Letter the definition herein of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the a Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances Liability resulting from drawings thereunder pursuant to Section 2.04(c2.2(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2010-3 Rapid Amortization Period that on such Distribution Date there will exist a Series 2010-3 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2010-3 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2010-3 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2010-3 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2010-3 Letter of Credit not Liquidity Amount on the Series 2010-3 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2010-3 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2010-3 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2010-3 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2010-3 Cash Collateral Account and deposit in the Series 2010-3 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2010-3 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2010-3 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2010-3 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2010-3 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2010-3 Letters of Credit under (or withdraw from the Series 2010-3 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2010-3 Liquidity Amount on such date over (y) the Series 2010-3 Required Liquidity Amount on such date.

Letters of Credit. Each Issuing Bank severallyUpon Borrower's request therefor, but not jointlyLender shall, agreesfrom time to time so long as no Event of Default has occurred and is continuing as of such date of request, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuei) letters of credit denominated in Dollars (the “standby Letters of Credit”), Credit for the account of the Borrower from time to time on or any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount Consolidated Subsidiary, and/or (iii) for all commercial Letters of Credit not for the account of Borrower or any Consolidated Subsidiary, provided the aggregate amounts available to exceed at any time the Letter be drawn under such standby and commercial Letters of Credit Facility at (or actually drawn but not yet reimbursed by Borrower (on behalf of itself or such timeConsolidated Subsidiary)), (ii) for together with the sum of all Letters advances on account of the Amended and Restated Revolving Credit Loan then outstanding, shall not exceed the sum of $10,000,000.00. Each such Letter of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter Lender for the account of Credit Commitment at such timeBorrower or any Consolidated Subsidiary, and (iii) for each unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Amended and Restated Revolving Credit Loan in an amount equal to the stated amount of such Letter of Credit not to exceed the Unused Revolving so long as such Letter of Credit Commitments of the Lenders at is outstanding or such timedraw unpaid. No Letter of Credit shall have be issued by Lender for the account of Borrower or any Consolidated Subsidiary, which has an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and sixty (A60) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the termination date of automatic renewal the Amended and Restated Revolving Credit Loan described in Paragraph 3B(5) above. Upon payment by Lender under any Letter of its election not Credit, any amount so paid shall be immediately due and payable by Borrower (on behalf of itself or any such Consolidated Subsidiary) and Lender shall have the right to renew effect payment thereof, together with the payment of any fees, expenses and charges described below, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such Standby charge to Borrower's operating account is made by Lender, the unreimbursed amount of any drawn Letter of Credit shall be considered an advance on account of the Amended and Restated Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the default rate prescribed in Paragraph 3G above until paid in full by Borrower. Lender shall charge Borrower a fee (based on the then-applicable "Letter of Credit Percentage Fee" from the Pricing Grid) for the issuance of such Letters of Credit, based upon the stated amount of each, which fee shall be payable by Borrower (on behalf of itself or such Consolidated Subsidiary) to Lender upon the issuance thereof. In the event that Borrower desires either a standby or a commercial Letter of Credit (a “Notice of Termination”) and (B) in for its own account or the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice account of any Notice Consolidated Subsidiary), the documentation thereof shall consist of Termination, Lender's standard forms therefor and Borrower specifically acknowledges that (yi) permit such beneficiary, upon receipt the reimbursement obligation of Borrower and any fee on account of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even be included in the absence Obligations; and (ii) the occurrence of receipt an Event of Default hereunder shall constitute a Notice of Renewal default under the applicable Issuing Bank may in its discretion, unless instructed documentation relating to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings and shall entitle Lender to exercise its rights thereunder pursuant with respect to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)such default.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms (a) The Acquired Company and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) Subsidiaries have provided letters of credit denominated in Dollars as set forth on Exhibit 5.07 for the purpose of collateralizing certain insurance obligations of the Acquired Company and the Subsidiaries (the “"Existing Letters of Credit”"). Within two (2) Business Days of the Closing Date, Seller shall provide Purchaser with an updated Exhibit 5.07, which updated exhibit will reflect any additional letters of credit provided by the Acquired Company and the Subsidiaries between the date of this Agreement and the Closing Date for the account purpose of collateralizing certain insurance obligations of, and pursuant to Contracts entered into by, the Borrower from time to time on any Business Day during Acquired Company and the period from Subsidiaries (such additional letters of credit, the date hereof until 60 days before "Additional Letters of Credit" and together with the Termination Date in an aggregate Available Amount (i) for all Existing Letters of Credit, the "Letters of Credit"). Such Letters of Credit not to exceed at any time were issued or will be issued under the Letter of Senior Secured Credit Facility at such time, (ii) for all Letters and are guaranteed obligations of Credit issued by such Issuing Bank not Seller and its Affiliates. Purchaser hereby agrees to exceed such Issuing Bank’s Letter use commercially reasonable efforts to cause the Acquired Company or one or more of Credit Commitment at such time, and (iii) for the Acquired Company's Subsidiaries to provide a replacement letter of credit to the beneficiary of each such Letter of Credit not to exceed the Unused Revolving Credit Commitments within thirty (30) days of the Lenders at such time. No Letter of Credit shall have an expiration date Closing Date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal last day of such Standby Letter thirty-day period being referred to herein as the "Required LC Delivery Date"), and Seller and Parent hereby agree to cooperate in all reasonable respects with Purchaser in connection therewith. In the event that Purchaser is unable to provide any such replacement letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) credit on or prior to the date Required LC Delivery Date, Purchaser hereby agrees (i) to cause the Acquired Company or one or more of the Acquired Company's Subsidiaries to provide a letter of credit on the Required LC Delivery Date to the issuer of each Letter of Credit not replaced, as collateral for notice such Letter of termination set forth Credit, in an amount equal to the greatest amount for which such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) may be drawn; and (Bii) in to continue to use its commercially reasonable efforts to cause the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower Acquired Company or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent one or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits more of the Letter Acquired Company's Subsidiaries to provide a replacement letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance credit as contemplated above until such replacement letter of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit is so provided.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth in this Credit Agreement, upon written request of the Borrower delivered to issue the Letter of Credit Bank and upon the execution and delivery by the Borrower of Reimbursement Agreements with the Letter of Credit Bank (or cause its Affiliate that is with a commercial bank that has an Investment Grade Rating equal copy to or better than such Issuing Bank’s Investment Grade Rating the Agent), the Letter of Credit Bank shall issue, extend and renew at any time from the Closing Date until the Maturity Date, and subject to issue) letters the satisfaction of credit denominated the conditions precedent set forth in Dollars (the “ss.ss.9 and 10 hereof, Letters of Credit”), Credit in such form as the Borrower and the Letter of Credit Bank may agree for the account of the Borrower from or any of its Subsidiaries, PROVIDED that at no time to time on any Business Day during shall the period from the date hereof until 60 days before the Termination Date in an aggregate Available Maximum Drawing Amount (i) for of all Letters of Credit not to outstanding exceed $50,000,000 or, if less, the Total Commitment, and PROVIDED FURTHER that at any no time shall the SUM of (a) the aggregate principal amount of all Syndicated Loans outstanding, PLUS (b) the aggregate principal amount of all Swing Line Loans outstanding, PLUS (c) the aggregate principal amount of all Competitive Bid Loans outstanding, PLUS (d) the aggregate Maximum Drawing Amount of all Letters of Credit outstanding and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect. Each written request for the issuance of a Letter of Credit hereunder shall be received by the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the proposed date of issuance, PROVIDED that the proposed renewal Letter of Credit Bank shall use its best efforts to issue such Letter of Credit within five (5) Business Days following its receipt of any written request therefor. The expiry dates, amounts and beneficiaries of the Letters of Credit will be as agreed by the Borrower and the Letter of Credit Bank in the applicable Reimbursement Agreement. In the event of any conflict between the terms of this Credit Agreement and such Reimbursement Agreement, the terms of this Credit Agreement shall control. The Borrower may request, and the Letter of Credit Bank upon terms and conditions approved by the Borrower shall issue, substitute Letters of Credit for the Letters of Credit to reflect reductions in the amount of the Borrower's obligations supported by such Letters of Credit. Each Letter of Credit issued by the Letter of Credit Bank hereunder shall identify: (i) the dates of issuance and expiry of such Standby Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary and account party of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the issuing bank upon drawing thereunder. Each Letter of Credit issued hereunder shall expire no later than one year after its date of issuance unless renewed by the Letter of Credit Bank in accordance with the terms of such Letter of Credit. In no event shall any Letter of Credit issued hereunder expire after the date that is ten (10) days prior to the Maturity Date. The Letter of Credit Bank shall notify the Agent on the date of each issuance, amendment, extension, renewal or drawing of a Letter of Credit, such notice to include details as to the expiration date, the face amount of such Letter of Credit, the amount drawn under such Letter of Credit and upon fulfillment of such other information as the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank Agent may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)reasonably request.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in U.S. Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 30 days before the Termination DateMaturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time, provided that such obligation of the Issuing Banks shall be contingent on no Revolving Credit Lender being a Delinquent Lender (provided that the Issuing Bank may, in its sole discretion, be entitled to waive this condition). All Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only. No Letter of Credit shall shall, except as provided below, have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of the date that is 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofCredit, but may by its terms provide that such expiration date will be renewable annually upon notice (automatically extended for a “Notice of Renewal”) given period and on terms acceptable to the Issuing Bank that issued issues such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable extendible annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationnot, (y) permit such beneficiaryexcept as provided below, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalextension) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in a Letter of Credit may, as a result of its express terms or as the absence result of receipt the effect of a Notice an automatic extension provision, have an expiration of Renewal not more than one year beyond the applicable Revolving Credit Termination Date so long as the Borrower delivers to the Issuing Bank may in its discretion, unless instructed no later than thirty (30) days prior to the contrary by Revolving Credit Termination Date cash collateral for such Letter of Credit for deposit into the Administrative Agent or L/C Cash Collateral Account in an amount equal to the Borrower, deem that a Notice maximum stated amount of Renewal had been timely delivered and in such case, a Notice Letter of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Any Borrower may request any Issuing Bank severallyto issue, but not jointlyand such Issuing Bank may, agreesif in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), for the account of the any Borrower or its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the latest Termination Date applicable to any Tranche A Lender in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment at of such time, Issuing Bank and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Tranche A Commitments of the Tranche A Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by Issuance thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to and ten Business Days before the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior latest Termination Date applicable to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTranche A Lender. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severallyLetter of Credit to be issued by the Lender must be satisfactory in form and substance to the Lender, but without limiting the generality of the foregoing, each of the term, beneficiary, amount and conditions of each Letter of Credit must be satisfactory. Each Letter of Credit shall not jointly, agrees, be for a term longer than one year and can be denominated in either Dollars or U.S. Dollars; provided that no Letter of Credit issued as a Revolving Loan may mature on a date later than the Maturity Date. Each Letter of Credit will be specifically subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from agreement referred to in Section 5.3 hereof. The amount of the Borrowing constituted by a Letter of Credit shall be deemed to be the maximum amount payable to the beneficiary under such Letter of Credit for which the Lender is or may become at any time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all contingently liable. Aggregate Borrowings constituted by Letters of Credit cannot to exceed at any time the Maximum Letter of Credit Facility at Amount. The Lender shall forthwith give notice to the Borrower of any payment made by the Lender pursuant to any Letter of Credit, and the amount of such timepayment shall be deemed to be a Prime Rate Borrowing, (ii) for all Letters with payments made by the Lender in U.S. Dollars converted to the Equivalent Amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Dollars on the date of payment. If any Letter of Credit Commitment is outstanding at any time that payment of any amounts owing by the Borrower hereunder is demanded or accelerated or on the Maturity Date, the Borrower shall forthwith upon such timedemand or on the Maturity Date pay to the Lender funds in the currency of and in an amount equal to the maximum aggregate liability (contingent or actual) of the Lender pursuant thereto. Such funds (together with interest thereon) shall be held by the Lender for set-off against the liability of the Borrower to the Lender in respect of such Letter of Credit, when it comes due. If the Letter of Credit for which funds are deposited is not drawn upon-by the beneficiary, whether by reason of maturity or cancellation, and if the Borrower is not otherwise indebted to the Lender, the Lender shall return such funds to the Borrower together with interest thereon calculated at the rate for like deposits and for a like term. The Borrower shall pay to the Lender in respect of each Letter of Credit requested to be issued by the Lender pursuant to this Section 2.4, a fee in Dollars or U.S. Dollars (iii) for each depending on the currency of the primary indebtedness to which such Letter of Credit not relates) equal to exceed the Unused Revolving Credit Commitments greater of: (i) 500 Dollars or U.S. Dollars, as the case may be, and (ii) an amount, calculated on the basis of the Lenders at such time. No Letter actual number of Credit shall have an expiration date days elapsed in a year (including all rights based on a year of the Borrower or the beneficiary to require renewal) later than the earlier of 60 360 days before the Termination Date and (A) in the case of a Standby U.S. Dollar Letters of Credit) and on the basis of the face amount of such Letter of Credit one year available for drawings under such Letter of Credit from time to time in each case for the period from and including the date of issuance of such Letter of Credit to and including the date of expiration or termination thereof at the Margin Percentage (on a per annum basis) from time to time in effect. The Borrower will pay such fee in Dollars or U.S. Dollars (depending on the currency of the primary indebtedness for which such Letter of Credit relates) in arrears on (i) each Interest Payment Date which occurs after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given and prior to the Issuing Bank that issued expiration or termination of such Standby Letter of Credit and (ii) the Administrative Agent on date of expiration or prior to any date for notice termination of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to Credit. The issue by the date Lender on behalf of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on constitute a Borrowing under the date on which it otherwise would have been automatically renewed; provided, however, that even Credit in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary amount represented by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severallyBorrower may request Lender at any time and from time to time after the date hereof and prior to the Termination Date, but not jointlyto issue, agrees, on and subject to the terms and conditions hereinafter set forthof this Agreement, to Lender shall issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time one or more Letters of Credit, provided that no Letter of Credit shall be issued if after giving effect to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount such issuance, (i) for all Letters of Credit not to exceed at any time the aggregate Letter of Credit Facility at such timeOutstanding shall exceed $200,000.00, or (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s proposed Letter of Credit Commitment at such time, and (iii) for each such Letter issuance would cause the aggregate unpaid principal amount of Credit not the Revolving Loan outstanding under this Agreement to exceed the Unused Revolving Credit Commitments lesser of the Lenders at Commitment Amount or the Borrowing Base on the date of such timeissuance. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) expire later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice any Letter of Renewal is Credit should by its term expire after the Termination Date or if an Event of Default shall occur and not given by the Borrower or a Notice of Termination is given be cured by the applicable Issuing Bank pursuant cure period, if any, Borrower will (i) cause all Letters of Credit to be returned to Lender undrawn and marked “canceled”, or (ii) if the immediately preceding sentenceBorrower is unable to do so, such Standby deposit cash in an account directed by Lender, sufficient to fully reimburse Lender for any future draw on the Letter of Credit. In connection with each Letter of Credit issued by the Lender, Borrower will execute and deliver to the Lender a letter of credit application (using the Lender’s form) and such other documents required by the Lender. Borrower shall expire on pay the Lender an annual fee equal to one percent (1.00%) per annum of the amount of each standby Letter of Credit issued by the Lender, payable quarterly in arrears. Borrower shall pay the Lender its customary fees and charges in connection with the issuance and processing of each commercial Letter of Credit issued by the Lender. When Borrower desires the Lender to issue a Letter of Credit hereunder, it shall give Lender at least five (5) Business Days’ prior written notice (including telegraphic, telex, facsimile or cable communication) specifying the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence proposed Letter of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed Credit is to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal be issued (which shall be deemed to have been so delivered for all purposes under this Agreement. Within a Business Day), the limits stated amount of the Letter of Credit Facilityso requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and subject to the limits referred to above, such other information requested by Lender in connection therewith. The obligations of the Borrower may request to reimburse the issuance of Letters of Credit Lender for drawings made under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cshall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation (i) and request any lack of validity or enforceability of any Letter of Credit, (ii) the issuance existence of additional Letters any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary of any Letter of Credit, (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (iv) payment by the Lender of any Letter of Credit against presentation of a demand, draft, or certificate or other document which does not comply with the terms of such Letter of Credit, (v) any other circumstance or happening whatsoever, which is similar to any of the foregoing, or (vi) the fact that any Event of Default shall have occurred and be continuing. Borrower further acknowledges and agrees that in the event any Letter of Credit is drawn upon, the funds disbursed by Lender in connection therewith shall be deemed to constitute a disbursement by Lender to Borrower under this Section 2.01(b)the Revolving Note as of the date of said disbursement, and shall constitute principal indebtedness evidenced by the Revolving Note, and shall bear interest at the rate provided in the Revolving Note.”

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account support of the Borrower Borrower’s or its Subsidiaries’ obligations from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be for an amount of $50,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms ; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be renewable annually upon notice (a “Notice of Renewal”) given deemed to comply with the foregoing requirement if the Issuing Bank that issued has the unconditional right to prevent any such Standby Letter of Credit automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to the Administrative Agent on or prior extent necessary to prevent any date for notice of renewal set forth in such Letter of Credit but in any event at least three from being outstanding after the Termination Date or (y) five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit; provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank, Swing Line Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iiiiv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).42

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby and trade letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the any Borrower (or on behalf of Subsidiaries specified by any Borrower) from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its any Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) standby letters of credit denominated in Dollars (together with the “letters of credit identified on Schedule 2.1(c) hereof, including any replacement or renewals thereof, the "Letters of Credit”), ") in Dollars for the account of the Borrower Borrowers or any of their Subsidiaries from time to time on any Business Day during the period from the date hereof Agreement Date until 60 5 days before the Termination Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments as of the Lenders at such timedate of issuance thereof. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (Ai) in the case of a Standby Letter of Credit one year after the date of issuance thereof, or (ii) five (5) days before the Maturity Date, but may by its terms be renewable annually upon written notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III 3 unless such the Issuing Bank has notified the Borrower Borrowers' Agent (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days 5 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 5 days before the Termination Maturity Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit FacilityCommitment, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.1(c), repay any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.04(c2.2(f) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(c). The Borrowers shall be liable for all obligations in respect of each Letter of Credit issued for the account of any of their Subsidiaries, including, without limitation, the obligations to repay any Letter of Credit Loan in respect thereof under Section 2.4(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth and to the prior satisfaction (or waiver by the Issuing Lender in its sole discretion) of the Closing Conditions, the Issuing Lender agrees (A) during the Availability Period and upon the written request of the Borrower in the form of a Request for Issuance appropriately completed in accordance with the terms thereof and Section 2.01(a)(ii), to issue (one or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) more letters of credit denominated hereunder, substantially in Dollars the form attached hereto as Exhibit A on the relevant Issuance Dates to the Account Beneficiary or Account Beneficiaries designated by the Borrower (each such letter of credit issued by the Issuing Lender, a “Letter of Credit”, and collectively, the “Letters of Credit”), for the account in each case with an initial expiry date of the Borrower from time to time on any no later than one (1) calendar year and five (5) Business Day during the period Days from the date hereof until 60 days before Issuance Date (subject to automatic renewal in accordance with the Termination Date in an aggregate Available Amount terms thereof) and (iB) for all Letters to honor drawings by the relevant Account Beneficiary under each outstanding Letter of Credit not to exceed at any time Credit; provided that, notwithstanding the foregoing, a Tranche A Letter of Credit Facility at such timeexpiry date shall be no later than one year after the Tranche A Availability Period End Date and a Tranche B Letter of Credit expiry date shall be no later than one year after the Tranche B Availability Period End Date. For record-keeping purposes, (ii) for all Letters of Credit issued by such the Issuing Bank not to exceed such Issuing Bank’s Lender shall be designated as Tranche A Letters of Credit or Tranche B Letters of Credit. In the event that the issuance of a single Letter of Credit Commitment would result in the aggregate LOC Amount of all Letters of Credit at the time of such timeissuance exceeding the Tranche A LOC Commitment, and the Issuing Lender may choose to (iiia) for each such issue two separate Letters of Credit, comprised of a Tranche A Letter of Credit not (with a face amount that, when added to exceed the Unused Revolving Credit Commitments face amount of all other Tranche A Letters of Credit, results in a LOC Amount equal to the Lenders at such time. No Tranche A LOC Commitment attributable to all Tranche A Letters of Credit) and a Tranche B Letter of Credit shall have an expiration date (including with a face amount equal to the LOC Amount attributable to all rights Letters of Credit in excess of the Borrower Tranche A LOC Commitment) or the beneficiary to require renewal(b) later than the earlier issue a single Tranche B Letter of 60 days before the Termination Date and (A) Credit. Except as set forth in the case preceding sentence, no Tranche B Letters of a Standby Credit will be issued prior to the Tranche A Availability Period End Date unless and until the LOC Amount attributable to issued and outstanding Tranche A Letters of Credit is equal to the Tranche A LOC Commitment or, at the Borrower’s election in order to maintain the ability to amend the terms of Tranche A Letters of Credit already issued, $65,000,000. Subject to Section 2.08, no Tranche A Letter of Credit one year will be issued after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Tranche A Availability Period End Date and no Tranche B Letter of Credit and will be issued after the Administrative Agent Tranche B Availability Period End Date. Notwithstanding the foregoing, in the event that any Tranche A Letters of Credit are expiring on or prior to any a date for notice of renewal set forth in after the Tranche A Availability Period End Date, such Tranche A Letter of Credit but in any event at least three Business Days prior Credit, subject to the date of the proposed renewal of such Standby Letter of Credit terms and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with this Agreement, shall be automatically renewed as a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Tranche B Letter of Credit but in any event at least 30 days prior to so long the date of automatic renewal of its election Tranche B LOC Exposure will not to renew such Standby Letter of Credit (exceed the Tranche B LOC Commitment as a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt result of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Any Tranche A Letters of Credit under outstanding on the effective date of this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant Agreement shall continue to Section 2.04(c) and request the issuance of additional be Tranche A Letters of Credit under and any Tranche B Letters of Credit outstanding on the effective date of this Section 2.01(b)Agreement shall continue to be Tranche B Letters of Credit.

Letters of Credit. (i) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Amendment and Restatement Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all based in respect of any Letters of Credit not to exceed at any time be denominated in a Committed Currency by reference to the Letter Equivalent thereof in Dollars determined on the date of Credit Facility at such time, delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the Termination Date and (A) in the case of a Standby Date; provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Extending Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any renewalreplacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. (i) Each Issuing Bank severally, but not jointly, severally agrees, in reliance upon the agreements of the Lenders set forth in Section 2.03 and on the terms and conditions hereinafter set forth, to (A) issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), "DOMESTIC LETTERS OF CREDIT") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the scheduled Termination Date in an aggregate Available Amount (i) for all Domestic Letters of Credit not to exceed at any time the lesser of (1) the Letter of Credit Facility Sublimit at such timetime MINUS the Foreign Letter of Credit Sublimit at such time and (2) the Aggregate Unused Revolving Credit Commitments at such time and (B) issue, or cause their respective Foreign Affiliate Issuing Banks to issue, letters of credit that constitute Trade Letters of Credit (ii"FOREIGN LETTERS OF CREDIT" and, together with Domestic Letters of Credit, "LETTERS OF CREDIT") for the account of the Borrower from time to time during the period from the date hereof until 60 days before the scheduled Termination Date in an aggregate Available Amount for all Foreign Letters of Credit issued by such Issuing Bank not to exceed and Affiliates of such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit Bank not to exceed the Unused Revolving Issuing Bank Foreign Letter of Credit Commitments Sublimit for such Issuing Bank. The Borrower shall have the right to change the Foreign Letter of Credit Sublimit and the Lenders at such timeIssuing Bank Foreign Letter of Credit Sublimits by delivering to the Administrative Agent a notice (the "FOREIGN LETTER OF CREDIT SUBLIMIT NOTICE") on the first Business Day of any Fiscal Quarter. No Trade Letter of Credit shall have an expiration date later than 180 days after the issuance thereof. No Standby Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Standby Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Standby Letter of Credit may by its terms be renewable annually upon notice on the terms set forth in clause (a “Notice ii) of Renewal”) given to the Issuing Bank that issued such Standby this Section 2.03(e). If any Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days remains outstanding after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by , the Borrower or a Notice of shall, not later than the Termination is given by the applicable Issuing Bank pursuant Date, deposit an amount equal to the immediately preceding sentence, such Standby Letter aggregate Available Amount of all Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even outstanding at such time in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementL/C Cash Collateral Account. Within the limits of the Letter of Credit FacilitySublimit, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant 2.01(e)(i) to Section 2.04(c) and request the issuance of additional replace Letters of Credit under this Section 2.01(b)that have expired or been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement and upon (i) the execution by the Borrower and the Bank of a Master Letter of Credit Agreement in form and substance acceptable to the Bank (together with all amendments, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (modifications and restatements thereof, the “Letters Master Letter of CreditCredit Agreement”), and (ii) the execution and delivery by the Borrower, and the acceptance by the Bank, in its reasonable discretion, of a Letter of Credit Application, the Bank agrees to issue for the account of the Borrower from time to time on any Business Day during up to, but not including, the period from Facility A Loan Maturity Date or the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Facility B Loan Maturity Date, as applicable, such Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, provided that the Facility A Loan Letter of Credit Obligations may not to exceed at any time exceed the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s A Loan Letter of Credit Commitment at such time, and (iii) for each such that the Facility B Loan Letter of Credit Obligations may not to at any time exceed the Unused Revolving Facility B Loan Letter of Credit Commitments of the Lenders at such time. No Commitment, and provided further, that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier Facility A Loan Maturity Date or the Facility B Loan Maturity Date, as applicable. Letters of 60 days before the Termination Date and (A) in the case of Credit requested by a Standby Letter of Credit one year after Application shall first be issued as Facility B Loan Letter of Credit Obligations, and if the issuance of a Letter of Credit would result in the Facility B Loan Letter of Credit Obligation at any time exceeding the Facility B Loan Letter of Credit Commitment, Letters of Credit requested by a Letter of Credit Application shall be issued as Facility A Letter of Credit Obligations if the issuance of such Letters of Credit do not exceed the Facility A Loan Availability. In the event that the Borrower fails to reimburse the Bank for the amount of any payments made by the Bank with respect to draws made by a beneficiary under a Letter of Credit within two (2) Business Days from the date of issuance thereofsuch payment to such beneficiary by the Bank, but the Bank may make a Facility A Loan pursuant to a loan request and the terms and conditions of this Agreement for the purpose of reimbursing the Bank for the amount of such payment to such beneficiary by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Bank in an amount equal to the Issuing Bank that issued lesser of (i) the amount of such Standby Letter of Credit and payment to such beneficiary by the Administrative Agent on Bank, or prior (ii) in an amount equal to any date remaining Facility A Loan Availability. The Borrower shall reimburse the Bank for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case part of a Trade Letter of Credit, 60 days after payment made by the date of issuance thereof; provided, however, that the terms of each Standby Bank under a Letter of Credit that is automatically renewable annually shall not converted to a Facility A Loan within two (x2) require Business Days of the Issuing Bank that issued such Standby payment to the beneficiary by the Bank. Upon the occurrence of an Event of a Default and at the option of the Bank, all Letter of Credit Obligations shall be converted to give Facility A Loans or Facility B Loans, as applicable, consisting of Prime Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the beneficiary named Borrower. All amounts advanced on such Facility A Loans or Facility B Loans shall be held in a restricted cash collateral account to be maintained with Bank as additional Collateral for the Obligations. Bank may apply the balance of any such cash collateral account to the payment of any Letters of Credit subsequently drawn. Upon discharge of all Obligations and the expiration of all Letters of Credit, the funds remaining in such Standby accounts shall be paid to the Persons who have a beneficial interest therein. To the extent the provisions of the Master Letter of Credit notice Agreement differ from, or are inconsistent with, the terms of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance provisions of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Agreement shall govern.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Letter of Credit shall be maintained for the terms and conditions hereinafter set forth, to issue (benefit of NYSEG. Owner shall: renew or cause the renewal of each outstanding Letter of Credit no less than thirty (30) Calendar Days before its Affiliate that is a commercial bank that expiration; if the issuer of an outstanding Letter of Credit has an Investment Grade Rating equal indicated its intent not to or better than renew such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters Letter of Credit”), for provide alternative Project Security no less than thirty (30) Calendar Days prior to its expiration; if the account issuer of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters a Letter of Credit not fails to exceed at any time honor NYSEG’s properly documented request to draw on an outstanding Letter of Credit, provide substitute Project Security within three (3) Business Days after such refusal; and replenish a Letter of Credit to the full Project Security amount in the event that NYSEG draws against the Letter of Credit Facility at such time, (ii) for all Letters any reason other than to satisfy a Termination Payment. Upon the occurrence of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s a Letter of Credit Commitment Default, Owner shall provide to NYSEG alternative Project Security on or before the third (3rd) Business Day after the occurrence thereof. Upon or at such timeany time after the occurrence and continuation of an Event of Default by Owner, NYSEG may seek assurance by drawing upon any outstanding Letter of Credit an amount up to the damages NYSEG reasonably determines it has suffered due to the Event of Default and (iii) for each upon submission to the issuer of such Letter of Credit not of one or more certificates specifying that such Event of Default has occurred and is continuing. In addition, NYSEG will have the right to exceed draw on the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights for any of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal reasons set forth in such Letter of Credit but in any event at least three Business Days prior to (or its accompanying draw certificate). Cash proceeds received by NYSEG from drawing upon the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of that are not used to satisfy the applicable conditions damages claimed by NYSEG shall be deemed Project Security for Owner’s obligations to NYSEG, and NYSEG shall have the rights and remedies set forth in Article III unless this Agreement with respect to such Issuing Bank has notified the Borrower (cash proceeds. In all cases, all costs associated with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after including the date costs and expenses of issuance thereof; providedestablishing, howeverrenewing, that substituting, canceling, and changing the terms amount of each Standby a Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationCredit, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)borne by Owner.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Working Capital Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Working Capital Facility Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Working Capital Facility Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Upon Borrowers' application from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits use of the Letter of Credit Facility, Issuer's standard form Letter of Credit Application Agreement and subject to the limits referred to aboveterms and provisions therein and herein set forth, the Borrower may request Letter of Credit Issuer agrees to issue standby letters of credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Letter of Credit Issuer, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit under this Section 2.01(b), repay any together with the face amount of the requested Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cwould exceed the then applicable Revolver Commitment Amount or (z) and request if the issuance sum of additional the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under this Section 2.01(b)the Revolver Commitment together with the face amount of the requested Letter of Credit would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Agent as an advance on the Revolver Note effective as of the date of the Letter of Credit Issuer honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Lenders, at their option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Agent as additional security for the Indebtedness. In consideration of the Letter of Credit Issuer's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Letter of Credit Issuer letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Letter of Credit Issuer standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 thirty (30) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Issuing Banks' Letter of Credit Facility Commitments at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed (after giving effect to any immediate application of the proceeds thereof) the Unused Revolving Credit Commitments of the Lenders Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) thirty (30) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of 46 39 Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 thirty (30) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(e), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms Assignor and conditions hereinafter set forth, Purchaser agree to issue (or cause its Affiliate that is a commercial bank that has enter into an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars agreement (the “Interim Processing Agreement”) on the Closing Date providing procedures with respect to the handling of the Letters of Credit and draws thereunder following the Closing Date. Purchaser agrees, and the Interim Processing Agreement shall provide, that following the Closing Date, Purchaser shall reimburse Assignor for any draws under the Letters of Credit that are honored by Assignor pursuant to Section 8.4 of the Primary Purchase Agreement. To provide for payment of Purchaser’s obligation under this Section 8.4 and the Interim Processing Agreement, if a reimbursement is not otherwise made pursuant to the terms of the Interim Processing Agreement, Purchaser shall issue in favor of Assignor an irrevocable standby letter of credit, in form and substance reasonably acceptable to Assignor (the “Stand-by Facility”), in an aggregate face amount equal to the maximum amount that may be drawn under the Letters of Credit associated with the Banking Centers (subject to any adjustments that may be provided in the Interim Processing Agreement). If reimbursement by Purchaser to Assignor pursuant to the Interim Processing Agreement is not received by the second (2nd) Business Day following Assignor’s request for reimbursement, Assignor shall be entitled to draw on the Stand-by Facility for any such unreimbursed amounts. On the Closing Date, Assignor shall cause HSBC to transfer and assign its rights under any Credit Documents related to the Letters of Credit associated with the Banking Centers transferred on the Closing Date. In the event that Assignor or the HSBC Sellers receive any reimbursements from customers under the Letters of Credit”), for Assignor shall, or shall cause the account of HSBC Sellers to, reasonably promptly transmit such amounts to Purchaser. Following the Borrower from time Closing Date, Assignor shall use commercially reasonable efforts to time on any Business Day during cause the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election HSBC Sellers not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby any Letter of Credit that is automatically renewable annually shall scheduled to expire and to send a notification of non-renewal (xnotice period permitting) require the Issuing Bank that issued such Standby Letter of Credit with respect to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant that is subject to “automatic” renewals. For clarity, Purchaser shall have no recourse against Assignor or the HSBC Sellers for repayment of amounts properly drawn under the Stand-by Facility except to the extent of any obligation to transmit reimbursements as provided above in this Section 2.04(c) and request 8.4. Purchaser acknowledges that the issuance of additional HSBC Sellers shall retain all customer fees associated with the Letters of Credit under this Section 2.01(b)that have been or that hereafter are paid to the HSBC Sellers. Assignor agrees to reasonably cooperate, and to use commercially reasonably efforts to cause the HSBC Sellers to reasonably cooperate, with Purchaser’s efforts, if any, to transfer any Letters of Credit after the Closing Date to Purchaser.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms (a) The Acquired Company and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) Subsidiaries have provided letters of credit denominated in Dollars as set forth on Exhibit 5.07 for the purpose of collateralizing certain insurance obligations of the Acquired Company and the Subsidiaries (the “Existing Letters of Credit”). Within two (2) Business Days of the Closing Date, Seller shall provide Purchaser with an updated Exhibit 5.07, which updated exhibit will reflect any additional letters of credit provided by the Acquired Company and the Subsidiaries between the date of this Agreement and the Closing Date for the purpose of collateralizing certain insurance obligations of, and pursuant to Contracts entered into by, the Acquired Company and the Subsidiaries (such additional letters of credit, the “Additional Letters of Credit” and together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all . Such Letters of Credit not to exceed at any time were issued or will be issued under the Letter of Senior Secured Credit Facility at such time, (ii) for all Letters and are guaranteed obligations of Credit issued by such Issuing Bank not Seller and its Affiliates. Purchaser hereby agrees to exceed such Issuing Bankuse commercially reasonable efforts to cause the Acquired Company or one or more of the Acquired Company’s Letter Subsidiaries to provide a replacement letter of Credit Commitment at such time, and (iii) for credit to the beneficiary of each such Letter of Credit not to exceed the Unused Revolving Credit Commitments within thirty (30) days of the Lenders at such time. No Letter of Credit shall have an expiration date Closing Date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal last day of such Standby Letter thirty-day period being referred to herein as the “Required LC Delivery Date”), and Seller and Parent hereby agree to cooperate in all reasonable respects with Purchaser in connection therewith. In the event that Purchaser is unable to provide any such replacement letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) credit on or prior to the date Required LC Delivery Date, Purchaser hereby agrees (i) to cause the Acquired Company or one or more of the Acquired Company’s Subsidiaries to provide a letter of credit on the Required LC Delivery Date to the issuer of each Letter of Credit not replaced, as collateral for notice such Letter of termination set forth Credit, in an amount equal to the greatest amount for which such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) may be drawn; and (Bii) in to continue to use its commercially reasonable efforts to cause the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower Acquired Company or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent one or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits more of the Letter Acquired Company’s Subsidiaries to provide a replacement letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance credit as contemplated above until such replacement letter of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit is so provided.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars containing terms and conditions requested by the Borrower and reasonably acceptable to the Issuing Bank (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Working Capital Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (1) the Letter of Credit Facility at such time and (2) the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 ten days before the Working Capital Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 ten days before the Working Capital Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), "LETTERS OF CREDIT") for the account of the U.S. Borrower from time to time on any Business Day during the period from the date hereof until 60 days five Business Days before the Termination Date (i) in an aggregate Available LC Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available LC Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of 60 days five Business Days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the U.S. Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 the later of 180 days after the date of issuance thereofthereof or five Business Days before the Termination Date; provided, however, PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated (each, a "Letter of Credit") in Dollars (the “Letters of Credit”), or Euros for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (converting all Euros into the then Dollar Equivalent thereof) (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be in for an amount of US$5,000,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal, but not including any Letter of Credit issued in favor of an Italian tax authority, which may have an expiration date not later than five years after the issuance thereof) later than (x) the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (By) in 10 Business Days prior to the case of a Trade Letter of Credit, 60 days after the date of issuance thereofTermination Date; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days 10 Business Days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Each Letter of Credit Facilityshall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and subject during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 Business Days to draw such Letter of Credit. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such Letter of Credit, provided that any renewal or replacement of any such Letter of Credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. Each Issuing Bank severallyExcept as provided in Section 21,5, but not jointlyduring the entire Term of this Lease, agreesLessee shall have obtained, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) have been obtained, letters of credit denominated from a financial institution satisfactory to Lessor naming Lessor as beneficiary to secure Lessee's obligations hereunder and Lessee's or an Affiliate of Lessee's obligations under any other lease between Lessor or any Affiliate of Lessor and Lessee or any Affiliate of Lessee, at the times, in Dollars (the “Letters of Credit”), amounts and for the account purposes set forth below. The initial letters of credit shall be for a term beginning on the Commencement Date and expiring on February 8, 1992 and irrevocable during that period. Subsequent letters of credit shall be for a term of one year and irrevocable during that period. Each letter of credit shall provide that it will be honored upon a signed statement by Lessor that Lessor is entitled to draw upon the letters of credit under this Lease, and shall require no signature or statement from any party other than Lessor. No notice to Lessee shall be required to enable Lessor to draw upon the letter of credit. Each letter of credit shall also provide that following the honor of any drafts in an amount less than the aggregate amount of the Borrower from time letter of credit, the financial institution shall return the original letter of credit to time on any Business Day during Lessor and Lessor's rights as to the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments remaining amount of the Lenders at such timeletter of credit will not be extinguished. No Letter If the financial institution from which Lessee has obtained a letter of Credit credit shall have admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act, make an expiration date (including all rights assignment for the benefit of its creditors consent to the appointment of a receiver of itself or of the Borrower whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the beneficiary to require renewal) later than Federal bankruptcy laws or any other applicable law or statute of the earlier United States of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance America or any state thereof, but may by its terms be renewable annually upon notice then Lessee shall obtain a replacement letter of credit within thirty (a “Notice of Renewal”30) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal days of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy act from another financial institution satisfactory to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).Lessor,

Letters of Credit. Each Issuing Bank severally2.3.1 At the request of Borrower, but not jointlyLender may issue, agreesor cause to be issued, on from time to time before the date which is 30 days prior to the Termination Date standby letters of credit, or participation agreements confirming payment to issuers (reasonably acceptable to Lender) of standby letters of credit, in each case for the account of Borrower or any Subsidiary and containing terms and conditions hereinafter set forth, which are consistent with this Agreement and reasonably satisfactory to issue Lender (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than each such Issuing Bank’s Investment Grade Rating to issue) letters standby letter of credit denominated in Dollars (the and participation agreement, a “Letters Letter of Credit”). With respect to the outstanding face amount drawn on each such Letter of Credit, Borrower shall pay to Lender a fee equal to the Applicable Margin per annum for LIBOR Rate Revolving Loans, calculated based upon a year of 365 days for actual days outstanding and payable on the account last day of each calendar quarter in arrears. In addition, with respect to each Letter of Credit, the Borrower shall pay to or as directed by Lender such additional customary fees as Borrower and Lender may from time to time on any Business Day during agree. After giving effect to each such issuance, the period from the date hereof until 60 days before the Termination Date in an aggregate Available Stated Amount (i) for of all Letters of Credit shall not to exceed at any time exceed the least of (a) $1,000,000, (b) the Revolving Loan Commitment minus the aggregate amount of all outstanding Revolving Loans and (c) the Borrowing Availability minus the aggregate amount of all outstanding Revolving Loans. Borrower shall give notice to Lender of the proposed issuance of each Letter of Credit Facility on a Business Day which is at least ten (10) Business Days (or such time, (iilesser number of days as Lender shall agree) for all Letters prior to the proposed date of Credit issued issuance of such Letter of Credit. Each such notice shall be accompanied by such Issuing Bank not to exceed such Issuing Bank’s a Letter of Credit Commitment at application in form reasonably acceptable to Lender, duly executed by Borrower, together with such timeother documentation as Lender may request in support thereof, it being understood that each Letter of Credit application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, and (iii) for each the expiration date of such Letter of Credit (which shall not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) be later than the earlier to occur of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”b) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the scheduled Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the any Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the applicable Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of 23 19 Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 sixty (60) days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) sixty (60) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) thereof and (BC) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date that is not later than permitted pursuant to the immediately preceding sentence; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually Issuing Bank shall not permit any such extension if (xi) require the Issuing Bank has determined that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationit would not be permitted, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise or would have been automatically renewed and (z) not permit the expiration date (after giving effect no obligation, at such time to any renewal) of issue such Standby Letter of Credit in any event to its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be extended to a date later than 60 days by telephone or in writing) on or before the Termination Date. If either a day that is five Business Days before the Non-Extension Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the BorrowerBorrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each case directing the Issuing Bank not to permit such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementextension. Within the limits of the Letter of Credit FacilityCommitment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(d), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(d).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing On or before April 10, 2002, Tenant shall cause U.S. Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, National Association to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters letter of credit denominated in Dollars the amount of $2,214,925.82 in form and substance acceptable to Landlord in its sole and absolute discretion (the “Letters Initial Letter of Credit”). “Letter(s) of Credit” as used herein shall mean any letter of credit issued pursuant to this Agreement or the Lease, including the Initial Letter of Credit and any “Supplemental or Replacement Letter(s) of Credit” therefor, all of which, other than the Initial Letter of Credit but including any Supplement or Replacement Letter of Credit issued with respect to any Initial Letter of Credit, shall be substantially in the form of Exhibit A. Each Letter of Credit issued hereunder shall constitute partial collateral for the account Lease obligations. The aggregate amount of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all issued and outstanding Letters of Credit not shall at all times be equal to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such timeamount required under the Lease, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have be issued by an Issuer complying with the provisions of Section 3 and shall be for a term of not less than twelve (12) months with automatic extensions for additional periods of one (1) year from any expiration date unless ninety (including all rights of 90) days prior to such date Issuer delivers written notice by express, registered or certified mail to Beneficiary that it elects not to renew the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit. Tenant shall, at its expense, cause an Issuer to issue to Beneficiary one year after the date or more (a) “Replacement Letters of issuance thereof, but may by its terms be renewable annually upon notice Credit” at least thirty (a “Notice of Renewal”30) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or days prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) expiration date, and (Bb) in the case of a Trade Letter “Supplemental Letters of Credit, 60 ” within two (2) business days after the date all or any portion of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant is drawn against by Beneficiary or at such other times as may be required under Section 4 of the Lease, such that at all times during the term of this Agreement, Beneficiary shall have the ability to Section 2.04(c) and request the issuance of additional draw on Letters of Credit totaling the amount required under Section 4 of the Lease. If Issuer does not issue to Beneficiary such Replacement or Supplemental Letter of Credit within the respective periods set forth in this Section 1, it shall be an immediate default by Tenant under this Section 2.01(b)Agreement and an immediate Event of Default under the Lease without any requirement of notice to Tenant or any right of Tenant to cure such default and Event of Default. 2.

Letters of Credit. Each Issuing Bank severallyTo secure the obligation of Abraxis to pay the Termination Fee and the Final Compensation Payment, but not jointly, agrees, Abraxis shall provide to AstraZeneca on the terms and conditions hereinafter set forth, to issue date of this Termination Agreement two (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue2) irrevocable standby letters of credit denominated issued by JPMorgan Chase Bank, N.A., in Dollars the aggregate stated amount of US$286,000,000, as follows: (1) the first such letter of credit (the “Termination Fee LOC”) shall be in the stated amount of US$268,000,000, shall be scheduled to expire on the close of business on April 7, 2009, shall provide for payment to AstraZeneca as beneficiary of the Termination Fee LOC of the sum of US$268,000,000 at any time on or after 1:31 PM New York time on March 31, 2009 and shall be in the form attached to this Termination Agreement as Exhibit C; and (2) the second such letter of credit (the “Final Payment LOC”) shall be in the stated amount of US$18,000,000, shall be scheduled to expire on the close of business on April 7, 2009, shall provide payment to AstraZeneca as beneficiary of the Final Payment LOC of the sum of US$18,000,000 at any time on or after 1:31 PM New York time on March 31, 2009 and shall be in the form attached to this Termination Agreement as Exhibit D. The Termination Fee LOC and the Final Payment LOC are sometimes hereinafter referred to collectively as the “Letters of Credit” or individually as a “Letter of Credit”), for the account . The delivery of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit to AstraZeneca shall not be deemed to exceed at any time satisfy or release the Letter obligation of Credit Facility at such timeAbraxis to pay the Termination Fee or Final Compensation Payment when due in accordance with the terms of this Termination Agreement. However, (ii) for AstraZeneca agrees that the amount drawn by AstraZeneca under each of the Termination Fee LOC and the Final Payment LOC shall be applied to the Termination Fee and the Final Compensation Payment, respectively. Abraxis shall pay all fees and expenses necessary to cause JPMorgan Chase Bank, N.A. to issue the Letters of Credit issued by such Issuing Bank not pursuant to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require this Termination Agreement. AstraZeneca will surrender for cancellation the Issuing Bank that issued such Standby Letter of Credit original Termination Fee LOC and the original Final Payment LOC to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationJPMorgan Chase Bank, (y) permit such beneficiary, N.A. promptly upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence confirmation of receipt of a Notice of Renewal the applicable Issuing Bank may payment in its discretion, unless instructed to the contrary full by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Abraxis of the Letter of Credit FacilityTermination Fee and the Final Compensation Payment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)respectively.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letter of Credit” and, collectively, “Letters of Credit”), ) in Dollars or any Alternative Currency for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the final Termination Date in an aggregate Available Amount (based on the Dollar Equivalent thereof) (i) not exceeding at any time (x) for all Letters of Credit not to exceed at any time Credit, the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such each Issuing Bank not to exceed Bank, such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be in an amount of the Letter of Credit Minimum or more. The Borrower shall be liable for all Obligations with respect to any Letter of Credit issued for the account of any of its Subsidiaries. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Designated Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Designated Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (By) in 5 Business Days prior to the case of a Trade final Termination Date; provided that no Letter of Credit, 60 days Credit may expire after the date Termination Date of issuance thereofany Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date; provided, howeverprovided further, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x1) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Termination and (y2) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Daterenewed. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Designated Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders for which the applicable Termination Date is later than the expiration date of such Letter of Credit at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank provided that issued such Standby any Letter of Credit and the Administrative Agent on or prior to any date which provides for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal automatic one-year extensions(s) of such Standby Letter of Credit and upon fulfillment of expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place (and such Issuing Bank shall prevent any such automatic extension from taking place at any time the conditions set forth in Article III unless Section 3.02 are not satisfied, as notified to such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or by any Lender in writing prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”extension) and (B) in the case first anniversary of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the latest Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally(a) Any Sub-Originator may request that the Purchase Price for Receivables sold on a Payment Date be paid by the Buyer procuring the issuance of a Letter of Credit by the LC Bank. Upon the request of a Sub-Originator, but not jointly, agrees, and on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all issuing Letters of Credit not under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to exceed at any time obtain from the Letter of Credit Facility at such time, (ii) for all SPV one or more Letters of Credit issued by LC Bank to issue, on the Payment Dates specified by such Issuing Sub-Originator, on behalf of the SPV (and, if applicable, on behalf of, or for the account of, such Sub-Originator or an Affiliate of such Sub-Originator that is acceptable to the LC Bank not to exceed in its sole discretion) in favor of the beneficiaries elected by such Issuing Bank’s Letter Sub-Originator or Affiliate of such Sub-Originator, with the consent of the Buyer. The aggregate stated amount of the Letters of Credit Commitment at being issued on any Payment Date on behalf of such timeSub-Originator or an Affiliate of such Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to such Sub-Originator on such Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Buyer to such Sub-Originator on such Payment Date, such excess shall be deemed to be (i) a reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Intercompany Loan payable to such Sub-Originator, to the extent the outstanding principal balance (and accrued interest) is greater than such excess and/or (iiiii) for each a reduction in the Purchase Price payable on the Payment Dates immediately following the date any such Letter of Credit not to exceed is issued. In the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank event that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in issued pursuant to this Section 3.3 (i) expires or is cancelled or otherwise terminated with all or any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal portion of its election not stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in undrawn amount or such reduction, as the case of a Trade Letter of Creditmay be, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued either be paid in cash to such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire Sub-Originator on the date on which it otherwise would next Payment Date or, if the Buyer does not then have been automatically renewed; providedcash available therefor, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within be added to the limits outstanding principal balance of the Letter Intercompany Loan payable to such Sub-Originator. Under no circumstances shall such Sub-Originator (or any Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on any Business Day during the period from the date hereof until 60 Closing Date through the day that is ninety (90) days before prior to the Termination Date Maturity Date, the Issuing Lender shall issue such Letters of Credit as Borrowers may request upon the delivery of a written request in an aggregate Available Amount the form of Exhibit G (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) for all Letters no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the aggregate Letter of Credit Liabilities shall not to exceed at any time the Letter of Credit Facility at such timeCommitment, (iiiii) for all in no event shall the Aggregate Real Estate Revolving Credit Obligations (after giving effect to any requested Letters of Credit issued by such Issuing Bank not to Credit) exceed such Issuing Bank’s the lesser of the Total Real Estate Revolving Loan Commitment and the Real Estate Borrowing Base Availability or cause a violation of the covenant set forth in Section 9.1, (iv) the conditions set forth in Sections 10 and 11 shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit Commitment at such time, and (iii) be available for each reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this Section 2.9, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Real Estate Revolving Loan Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Real Estate Revolving Loan Lenders that are Non-Defaulting Lenders consistent with Section 2.12(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with Borrowers or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in Sections 10 and 11 have been satisfied unless it receives written notice from a Real Estate Revolving Loan Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of Parent. The Issuing Lender shall be entitled to exceed conclusively rely on such Person’s authority to request a Letter of Credit on behalf of Borrowers. The Issuing Lender shall have no duty to verify the Unused Revolving authenticity of any signature appearing on a Letter of Credit Commitments Request. Each Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Real Estate Revolving Loan Lenders at such time. No otherwise consent, the term of any Letter of Credit shall have an expiration date (including all rights not exceed a period of time commencing on the issuance of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit and ending one (1) year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a subject to extension pursuant to an “Notice of Renewal”) given evergreen” clause acceptable to Administrative Agent and the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit Lender (but in any event at least three the term shall not extend beyond five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event Maturity Date). The amount available to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby drawn under any Letter of Credit shall expire reduce on a dollar-for-dollar basis the date on which it otherwise would have been automatically renewed; provided, however, that even in amount available to be drawn under the absence of receipt of Total Real Estate Revolving Loan Commitment as a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Real Estate Revolving Loan.

Letters of Credit. (a) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or Euros for the account of the Borrower Borrowers or any of their respective Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an Available Amount not to exceed an amount equal to the Unused Commitments of the Lenders at such time; provided that (x) the aggregate Available Amount (i) for of all Letters of Credit issued by all Issuing Banks shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for time and the aggregate Available Amount of all Letters of Credit issued by such any Issuing Bank shall not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiy) for each no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. A Letter of Credit not to exceed the Unused Revolving Credit Commitments may be a commercial letter of the Lenders at such timecredit or a standby letter of credit. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the Termination Date and (A) in the case of a Standby Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Commitment Termination Date of any Notice of TerminationNon‑Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of such Standby Letter all Letters of Credit in any event to be extended to a date later than 60 days before the expiring after such Commitment Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.04(a).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof Effective Date until 60 sixty (60) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than (A) the earlier of 60 sixty (60) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any ------------------ Business Day during the period from the date hereof until 60 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative ----------------- Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms --------------------- of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severallyDuring the period from and including the Closing Date to, but not jointlyexcluding, agreesthe 30th day prior to the Revolving Credit Termination Date, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating , as issuing bank for the Lenders, agrees to issue) letters of extend credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on by issuing, renewing, extending or reissuing Letters of Credit; provided however, the LC Exposure at any Business Day during one time outstanding shall not exceed the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount lesser of (i) for the LC Commitment or (ii) the Working Capital Borrowing Base as then in effect, minus the aggregate principal amount of all Working Capital Loans then outstanding. The Lenders shall participate in such Letters of Credit not according to exceed at any time their respective Percentage Shares. Each of the Letter Letters of Credit Facility at such timeshall (i) be issued by the Issuing Bank on a sight basis only, (ii) contain such terms and provisions as are reasonably required by the Issuing Bank, (iii) be for all the account of the Borrower and (iv) expire not later than (A) 30 days before the Revolving Credit Termination Date, with respect to commercial letters of credit, and (B) 10 days before the Revolving Credit Termination Date, with respect to standby letters of credit. The Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $25,000,000 as determined by such the Administrative Agent. No Issuing Bank not shall be obligated to exceed such Issuing Bank’s issue an Offshore Currency Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless if such Issuing Bank has notified the Borrower (with a copy determined, in its sole discretion, that it is unable to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) fund obligations in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofrequested Offshore Currency; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the Borrowerrequested Offshore Currency. From and after the Closing Date, deem that a Notice the Existing Letters of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of be Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder issued pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, (a) Following the Closing Date and Borrower’s deposit of funds into the Immediate Repair Account on the terms and conditions hereinafter set forthClosing Date in accordance with Section 8.1 hereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower may from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not deliver to exceed at any time the Lender a Letter of Credit Facility at in accordance with the provisions of this Section 8.11 in replacement of such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s amounts then on deposit in the Immediate Repair Account. Any Letter of Credit Commitment at such time, and (iii) for each from time to time delivered in replacement of funds on deposit in the Immediate Repair Reserve Account shall be in an amount equal to the amount of Immediate Repair Reserve Funds held by Cash Management Bank in cash on the date such Letter of Credit not is delivered to exceed the Unused Revolving Lender and Borrower shall give Lender no less than ten (10) days written notice of Borrower’s election to deliver a Letter of Credit Commitments together with a draft of the Lenders at proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Upon such timedelivery to Lender of a Letter of Credit in the amount equal to the amount of Immediate Repairs Funds held by Cash Management Bank in cash on the date of delivery of such Letter of Credit and provided that no Event of Default has occurred and is continuing, Lender shall promptly cause the Cash Management Bank to disburse any funds held by the Cash Management Bank in cash in the Immediate Repair Account to Borrower. No party other than Lender shall be entitled to draw on any such Letter of Credit. In the event that any disbursement of any Immediate Repairs Funds relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall have an expiration date (including all rights be required with respect to the final disbursement of the Borrower or the beneficiary Immediate Repair Funds such that no further sums are required to require renewal) later than the earlier of 60 days before the Termination Date and (A) be on deposit in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Immediate Repair Account.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) the Issuing Lender agrees, in reliance upon the agreements of Revolving Credit (USD) Lenders set forth in this Section 2.4, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with this Section, and (y) to honor drawings under the Letters of Credit; and (ii) for all the Revolving Credit (USD) Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter for the account of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date its Subsidiaries and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank any drawings thereunder; provided that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in Extension with respect to any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit (x) the Total Revolving Credit (USD) Outstandings shall expire on not exceed the date on which it otherwise would have been automatically renewed; providedAggregate Revolving Credit (USD) Commitments, however(y) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Lender’s Revolving Credit (USD) Commitment, that even in and (z) the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Outstanding Amount of the Letter of Credit FacilityUsage shall not exceed the Letter of Credit Sublimit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. The term of a Letter of Credit shall not exceed the Letter of Credit Expiration Date unless (A) the Revolving Credit (USD) Lenders and the Issuing Lender have approved the expiry date of such Letter of Credit, which expiry date shall be no later than 180 days after the Letter of Credit Expiration Date, and subject (B) the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the limits referred Issuing Lender (in its sole discretion) with Borrower with respect to above, the Borrower may request the issuance of Letters such Letter of Credit under this Section 2.01(b), repay (it being understood that the obligation of a Revolving Credit (USD) Lender to participate in any Letter of Credit Advances resulting from drawings thereunder pursuant Usage with respect to Section 2.04(c) and request the issuance of additional Letters any Letter of Credit under this Section 2.01(bso issued shall not extend beyond the Letter of Credit Expiration Date absent the express written consent of such Lender to the contrary). Each commercial Letter of Credit will require drafts drawn at sight.

Letters of Credit. Each The Domestic Borrower, the Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit (the "LETTERS OF CREDIT") denominated in US Dollars (the “Letters of Credit”), for the account of the Domestic Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Sub-Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Domestic Borrower or the beneficiary to require renewal) later than the earlier of 60 20 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Domestic Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days 10 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require Credit Agreement the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 20 days before the Termination Date. If either a Notice of Renewal is not given by the Domestic Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Domestic Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Sub-Facility, and subject to the limits referred to above, the Domestic Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit Credit denominated in Dollars (for the “Letters account of Credit”)Borrower, and as applicable, at the discretion of Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 60 days before the Termination Date approval by Issuing Lender, in an aggregate Available Amount its sole discretion; and, provided further, that after giving effect to all such Letters of Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Xxxxxx's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timein accordance with Section 2.3.11. No Each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby such documents are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender shall prohibit, or request that is automatically renewable annually shall (x) require such Issuing Lender refrain from, the Issuing Bank that issued issuance of letters of credit generally or such Standby Letter of Credit in particular or shall impose upon such Issuing Lender with respect to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationrestriction, reserve or capital requirement (yfor which such Issuing Lender is not otherwise compensated hereunder) permit not in effect on the Closing Date, or shall impose upon -63- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement such beneficiaryIssuing Lender any unreimbursed loss, upon receipt cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; (b) the issuance of such notice, to draw under such Standby Letter of Credit prior would violate one or more policies of such Issuing Lender applicable to letters of credit generally; or (c) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the date delivery of Cash Collateral, satisfactory to such Standby Letter of Credit otherwise would have been automatically renewed and Issuing Lender (zin its sole discretion) not permit the expiration date with Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 11.5) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. An Issuing Lender shall be under no obligation to amend any renewalLetter of Credit if (A) of such Standby Issuing Lender would have no obligation at such time to issue the Letter of Credit in any event to be extended to a date later than 60 days before its amended form under the Termination Date. If either a Notice terms hereof, or (B) the beneficiary of Renewal is the Letter of Credit does not given by accept the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant proposed amendment to the immediately preceding sentence, such Standby Letter of Credit. 2.3.2 Each Request for Letter of Credit shall expire on be submitted to Issuing Lender, with a copy to Administrative Agent, at least two (2) Business Days prior to the date on upon which it otherwise would have been automatically renewed; providedthe related Letter of Credit is proposed to be issued. Administrative Agent shall promptly notify Issuing Lender whether such Request for Letter of Credit, however, that even in and the absence of receipt issuance of a Notice Letter of Renewal the applicable Issuing Bank may in its discretionCredit pursuant thereto, unless instructed conforms to the contrary by the requirements of this Agreement. Upon issuance of a Letter of Credit, Issuing Lender shall promptly notify Administrative Agent, and Administrative Agent or shall promptly notify the BorrowerLenders, deem that of the amount and terms thereof. 2.3.3 Upon the issuance of a Notice Letter of Renewal had been timely delivered and in such caseCredit, a Notice of Renewal each Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit from Issuing Lender in an amount equal to that Xxxxxx’s Pro Rata Share. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that Xxxxxxx Xxxxxx has not been reimbursed by Borrower for any payment required to be made by Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse Issuing Lender through Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so delivered reimburse Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse Issuing Lender for all purposes the amount of any payment made by Issuing Lender under this Agreementany Letter of Credit together with interest as hereinafter provided. Within 2.3.4 Subject to Xxxxxxxx’s right to finance such payment through a Revolving Loan pursuant to Section 2.3.5, Xxxxxxxx agrees to pay to Issuing Lender through Administrative Agent an amount equal to any payment made by Issuing Lender with respect to each Letter of Credit within one (1) Business Day after demand made by Issuing Lender therefor, together with interest on such amount from the limits date of any payment made by Issuing Lender at the rate equal to the then Applicable Base Rate for two (2) Business Days and thereafter, at the Default Rate. The principal amount of any such payment shall be used to reimburse Issuing -64- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Lender for the payment made by it under the Letter of Credit Facilityand, and subject to the limits referred extent that the Lenders have not reimbursed Issuing Lender pursuant to aboveSection 2.3.3, the interest amount of any such payment shall be for the account of Issuing Lender. Each Lender that has reimbursed Issuing Lender pursuant to Section 2.3.3 for its Pro Rata Share of any payment made by Xxxxxxx Xxxxxx under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of Xxxxxxx Xxxxxx against Xxxxxxxx for reimbursement of principal and interest under this Section 2.3.4 and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Xxxxxxxx (but only with respect to periods subsequent to the date such Lender reimbursed Xxxxxxx Xxxxxx) with respect to such claim. Upon receipt of any such reimbursement from Xxxxxxxx, Issuing Lender shall pay to Administrative Agent, for the ratable benefit of those Lenders that had reimbursed such Issuing Lender pursuant to Section 2.3.3 for their respective Pro Rata Shares of any payment made by such Issuing Lender under a Letter of Credit to which such reimbursement applies, the amount of such reimbursement. 2.3.5 Borrower may request that a Revolving Loan be made in accordance with Section 2.1 to provide funds for the payment required by Section 2.3.4; provided that, after giving effect to any such Loan, the Revolving Facility Usage does not exceed the Borrowing Availability at such time. The proceeds of such Revolving Loan shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.6 If Borrower fails to make the payment required by Section 2.3.4 within the time period therein set forth, in lieu of the reimbursement to Issuing Lender under Section 2.3.3, Issuing Lender may (but is not required to), without notice to or the consent of Borrower, instruct Administrative Agent to cause Revolving Loans to be made by the Lenders under the Revolving Commitment in an aggregate amount equal to the amount paid by Issuing Lender with respect to that Letter of Credit, provided that such Revolving Loans shall automatically be made as Base Rate Loans. The proceeds of such Loans shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.7 The issuance of Letters any supplement, modification, amendment, renewal, or extension to or of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request shall be treated in all respects the same as the issuance of additional Letters a new Letter of Credit. 2.3.8 Xxxxxxxx’s obligation to reimburse Letter of Credit Obligations as provided in Section 2.3.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Section 2.01(bAgreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. -65- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement No Indemnified Person shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence)., or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by such Xxxxxxx Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), an Issuing Lender shall be deemed to have exercised care in each such determination, and that: (1) Issuing Lender may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation; (2) Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; (3) Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and (4) this sentence shall establish the standard of care to be exercised by Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing). Without limiting the foregoing, no Indemnified Person shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) Issuing Lender declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) Issuing Lender retaining proceeds of a Letter of

Letters of Credit. (a) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an Available Amount not to exceed an amount equal to the Unused Commitments of the Lenders at such time; provided that (x) the aggregate Available Amount (i) for of all Letters of Credit issued by all Issuing Banks shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for time and the aggregate Available Amount of all Letters of Credit issued by such any Issuing Bank shall not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiy) for each no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. A Letter of Credit not to exceed the Unused Revolving Credit Commitments may be a commercial letter of the Lenders at such timecredit or a standby letter of credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the Termination Date and (A) in the case of a Standby Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Commitment Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of such Standby Letter all Letters of Credit in any event to be extended to a date later than 60 days before the expiring after such Commitment Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.03(a).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on any Business Day during the period from the date hereof until 60 days before Closing Date through the Termination Date in an aggregate Available Amount day prior to the Maturity Date, the Issuing Bank shall issue such Letters of Credit under the Commitment as Borrower may request by a Request for Letter of Credit; provided that giving effect to all such Letters of Credit, (i) for the Outstanding Obligations shall not exceed the Commitment, and (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $100,000,000. Each Letter of Credit shall be in a form reasonably acceptable to the Issuing Bank. Unless all the Banks otherwise consent in a writing delivered to the Administrative Agent, the terms of each Letter of Credit shall not (x) exceed one (1) year, (y) extend beyond the Maturity Date or (z) extend past the Reduction Date if, giving effect thereto, the aggregate principal amount of the outstanding Eurodollar Loans having Eurodollar Periods ending after the Reduction Date plus the aggregate principal amount of the outstanding Competitive Advances having maturities after the Reduction Date, plus the Aggregate Effective Amount of all Letters of Credit not to exceed at any time expiring after the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to Reduction Date would exceed the Unused Revolving Credit Commitments of Commitment (as reduced on the Lenders at such timeReduction Date). No (b) Each Request for Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given submitted to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (Bank, with a copy to the Administrative Agent, at least five (5) on or Banking Days prior to the date upon which the related Letter of Credit is proposed to be issued. The Administrative Agent shall promptly notify the Issuing Bank whether such Request for notice Letter of termination set forth Credit, and the issuance of a Letter of Credit pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Banks, of the amount and terms thereof. (c) Upon the issuance of a Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation in such Letter of Credit but from the Issuing Bank in an amount equal to that Bank's Pro Rata Share. Without limiting the scope and nature of each Bank's participation in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days to the extent that the Issuing Bank has not been reimbursed by Borrower for any payment required to be made by the Issuing Bank under any Letter of Credit, each Bank shall, pro rata according to its Pro Rata Share, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit together with interest as hereinafter provided. (d) Borrower agrees to pay to the Issuing Bank an amount equal to any payment made by the Issuing Bank with respect to each Letter of Credit within one (1) Banking Day after demand made by the Issuing Bank therefor (which demand the Issuing Bank shall make promptly and in any event shall make upon the request of the Requisite Banks), together with interest on such amount from the date of issuance thereof; provided, however, that any payment made by the terms Issuing Bank at the rate applicable to Alternate Base Rate Loans for three Banking Days and thereafter at the Default Rate. The principal amount of each Standby any such payment shall be used to reimburse the Issuing Bank for the payment made by it under the Letter of Credit and, to the extent that is automatically renewable annually shall (x) require the Banks have not reimbursed the Issuing Bank pursuant to Section 2.4(c), the interest amount of any such payment shall be for the account of the Issuing Bank. Each Bank that issued such Standby has reimbursed the Issuing Bank pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the Issuing Bank under a Letter of Credit shall thereupon acquire a pro rata participation, to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt extent of such noticereimbursement, in the claim of the Issuing Bank against Borrower for reimbursement of principal and interest under this Section 2.4(d) and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to draw under such Standby Letter of Credit prior claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Standby Bank reimbursed the Issuing Bank) with respect to such claim. The Issuing Bank shall promptly make available to the Administrative Agent, which will thereupon remit to the appropriate Banks, in immediately available funds, any amounts due to the Banks under this Section. (e) Borrower may, pursuant to a Request for Loan, request that Advances be made pursuant to Section 2.1(a) to provide funds for the payment required by Section 2.4(d) and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit. (f) If Borrower fails to make the payment required by Section 2.4(d) within the time period therein set forth, in lieu of the reimbursement to the Issuing Bank under Section 2.4(c) the Issuing Bank may (but is not required to), without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in an aggregate amount equal to the amount paid by the Issuing Bank with respect to that Letter of Credit otherwise would have been automatically renewed and (z) and, for this purpose, the conditions precedent set forth in Article 8 shall not permit the expiration date (after giving effect to any renewal) apply. The proceeds of such Standby Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit in Credit. (g) The issuance of any event supplement, modification, amendment, renewal, or extension to be extended to a date later than 60 days before the Termination Date. If either a Notice or of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby any Letter of Credit shall expire on be treated in all respects the date on which it otherwise would have been automatically renewed; provided, however, that even in same as the absence of receipt issuance of a Notice new Letter of Renewal Credit. (h) The obligation of Borrower to pay to the applicable Issuing Bank may in its discretion, unless instructed to the contrary amount of any payment made by the Administrative Agent or the Borrower, deem that a Notice Issuing Bank under any Letter of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower's obligations shall not be affected by any of the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, this Agreement. Within , or any other agreement or instrument relating thereto; (ii) any amendment or waiver of or any consent to departure from the limits Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (iii) the existence of any claim, setoff, defense, or other rights which Borrower may have at any time against the Issuing Bank or any other Creditor, any beneficiary of the Letter of Credit Facility(or any persons or entities for whom any such beneficiary may be acting) or any other Person, and subject to whether in connection with the limits referred to aboveLetter of Credit, this Agreement, or any other agreement or instrument relating thereto, or any unrelated transactions; (iv) any demand, statement, or any other document presented under the Borrower may request the issuance of Letters Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the Issuing Bank under this Section 2.01(b)the Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the terms of the Letter of Credit; (vi) the existence, repay character, quality, quantity, condition, packing, value or delivery of any Property purported to be represented by documents presented in connection with any Letter of Credit Advances resulting or any difference between any such Property and the character, quality, quantity, condition, or value of such Property as described in such documents; (vii) the time, place, manner, order or con- tents of shipments or deliveries of Property as described in documents presented in connection with any Letter of Credit or the existence, nature and extent of any insurance relative thereto; (viii) the solvency or financial responsibility of any party issuing any documents in connection with a Letter of Credit; (ix) any failure or delay in notice of shipments or arrival of any Property; (x) any error in the transmission of any message relating to a Letter of Credit not caused by the Issuing Bank, or any delay or interruption in any such message; (xi) any error, neglect or default of any correspondent of the Issuing Bank in connection with a Letter of Credit; (xii) any consequence arising from drawings thereunder acts of God, war, insurrection, civil unrest, disturbances, labor disputes, emergency conditions or other causes beyond the control of the Issuing Bank; (xiii) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit (and no payment is made by the Issuing Bank after the expiration date of the Letter of Credit or in amounts greater than the amount thereof), the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; (xiv) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit, the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; and (xv) where the Issuing Bank has acted in good faith and observed general banking usage, any other circumstances whatsoever. (i) The Issuing Bank shall be entitled to the pro- tection accorded to the Administrative Agent pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).10.6, mutatis mutandis. 2.5

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrowers' application from time to time by use of the Bank's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Initial Funding Date until 60 sixty (60) days before the Revolving Credit Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. No Letter of Credit shall have an expiration date (including excluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) sixty (60) days before the Termination Date sixth anniversary of the Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (AC) in the case of a Standby Trade Letter of Credit one year Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such any Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III may, by its terms, be automatically renewable annually unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).from

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 15 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 15 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 15 days before the Termination Date. If either a Notice of or Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of or Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrower’s application from time to time by use of Bank’s standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated on behalf of Borrower under the Revolver Commitment in Dollars an aggregate face amount not exceeding fifteen percent (15%) of the “Letters lesser of Credit”)the Collateral Borrowing Base or the Revolver Commitment Amount then in effect, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrower , except only for letters of credit with maturities not exceeding one year that contain automatic renewal language approved by Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrower (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by Bank as an advance on the Revolver Note effective as of the date of Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by Bank as additional security for the Indebtedness. In consideration of Bank’s agreement to issue standby letters of credit hereunder, Borrower agrees to pay to Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with Bank’s standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, Issuing Lender may through the Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of Borrower accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as Issuing Lender may reasonably require, issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit denominated Credit in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date Borrower, in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment hereunder at such time, and (iii) for each such Letter of Credit any one time outstanding not to exceed the Unused Revolving Letter of Credit Commitments of the Lenders at such timeMaximum Amount. No Each Letter of Credit shall have an expiration date be in a minimum face amount of Ten Thousand Dollars ($10,000) (or such lesser amount as may be agreed to by Issuing Lender) and each Letter of Credit (including all rights of the Borrower or the beneficiary to require renewalany renewal thereof) shall expire not later than the earlier first to occur of 60 days before the Termination Date and (Ai) in the case of a Standby Letter of Credit one year thirteen (13) months after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”ii) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the date of the proposed renewal of such Standby Letter of Revolving Credit and upon fulfillment of the applicable conditions set forth Maturity Date in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) effect on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, Second Amended and Restated Credit Agreement however, in connection with the request for the initial issuance of a Letter of Credit, Borrower may request that the terms of each Standby Letter of Credit that is will be automatically renewable annually shall (x) require renewed for similar successive periods of time unless and until Borrower provided a notice no late than 10 days prior to its expiration to the Issuing Bank Lender that issued such Standby the Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior should not be renewed. Notwithstanding anything to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentencecontrary contained herein, such Standby no Letter of Credit shall expire on be renewed for a similar successive period of time if its expiration is later than five days before the date on which it otherwise would have been automatically renewed; providedRevolving Credit Maturity Date. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to such industry rules and governing laws as are acceptable to Issuing Lender. In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, however, that even in the absence this Agreement shall control. All Existing Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityissued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) terms and request the issuance of additional Letters of Credit under this Section 2.01(b)conditions hereof.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a "Letter of Credit") denominated in Dollars (the “Letters or any Letter of Credit”), Credit Currency for the account of the any Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Letter of Credit Currency by reference to the Equivalent in Dollars of the Available Amount in the Letter of Credit Currency determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by the Issuing Banks and outstanding at any time not to exceed at any time the Letter of Credit Facility at such timeSub-Facility, (ii) for all Letters of Credit issued by such each Issuing Bank and outstanding at any time not to exceed the lesser of (x) the Letter of Credit Sub-Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at immediately prior to the issuance of such timeLetter of Credit. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the earlier final Termination Date, provided that no Letter of 60 days before Credit may expire after the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such Issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder as of the Effective Date, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) the terms of this Agreement. If any Borrower shall request that a Letter of Credit be issued in a Letter of Credit Currency other than Dollars, any Issuing Bank may, with notice to the Agent and request such Borrower, fulfill its Letter of Credit Commitment by causing an Affiliate of such Issuing Bank organized in the issuance same jurisdiction as such Letter of additional Credit Currency or another foreign jurisdiction agreed to by such Issuing Bank and such Borrower, to act as the Issuing Bank in respect of such Letter of Credit, and such Issuing Bank shall, to the extent of Letters of Credit issued by its Affiliate, be deemed for all purposes hereof to have pro tanto assigned a corresponding amount of such Issuing Bank's Letter of Credit Commitment to such Affiliate in compliance with the provisions of Section 9.07 for so long as such Letter of Credit remains outstanding. Any drawing under this such Letter of Credit that is not immediately reimbursed by the applicable Borrower shall, in accordance with Section 2.01(b2.03(c), be deemed to be an Advance made by the applicable Issuing Bank.

Letters of Credit. Each The Borrower, the Existing Issuing Bank, the Initial Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the each a “Letters Letter of Credit”), ) in U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the date hereof until 60 days Effective Date to ten Business Days before the scheduled Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such timeBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in ten Business Days prior to the case of a Standby Letter of scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 60 days before ten Business Days prior to the scheduled Termination DateDate for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2018-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2018-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2018-1 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2018-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2018-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2018-1 Letter of Credit not Liquidity Amount on the Series 2018-1 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2018-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2018-1 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2018-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2018-1 Cash Collateral Account and deposit in the Series 2018-1 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2018-1 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2018-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2018-1 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2018-1 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2018-1 Letters of Credit under (or withdraw from the Series 2018-1 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2018-1 Liquidity Amount on such date over (y) the Series 2018-1 Required Liquidity Amount on such date.

Letters of Credit. Each Issuing FBS Ag Credit further agrees to request ----------------- First Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) irrevocable letters of credit denominated in Dollars (the “Letters of Credit”)collectively "Letters" and individually, a "Letter") on its behalf for the account of Borrower for the benefit of one or more beneficiaries to be named by Borrower from time (the "BENEFICIARY"), whether one or more, in form and substance acceptable to time on the Beneficiary provided that no Letter of Credit will be issued in any Business Day during amount which, after giving effect to such issuance, would cause (a) Total Revolving Outstandings to exceed the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount lesser of (i) for all Letters of Credit not to exceed at any time the Revolving Loan Commitment, or (ii) the then current Borrowing Base, or (b) the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not Usage to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time$500,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing If First Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, received documents purporting to draw under such Standby a Letter of Credit prior that First Bank believes conform to the date requirements of the Letter, or if First Bank has decided that it will comply with Borrower's written or oral request of authorization to pay a drawing on any Letter that First Bank does not believe conforms to the requirements of the Letter, First Bank or FBS Ag Credit will notify Borrower of that fact. Borrower shall reimburse First Bank by 9:30 a.m. (Minneapolis time) on the day on which such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit drawing is to be paid in an amount equal to the expiration date (after giving effect to any renewal) amount of such Standby Letter drawing. Any amount by which Borrower has failed to reimburse First Bank for the full amount of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given such drawing by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire 10:00 a.m. on the date on which it otherwise would have been automatically renewed; providedsuch drawing is to be paid ("UNPAID DRAWING"), howevermay be paid by an FBS Ag Credit initiated Line of Credit Advance. The obligation of Borrower to reimburse First Bank for any amount drawn on any Letter, that even in and the absence obligation of receipt Borrower to repay FBS Ag Credit for any Line of a Notice of Renewal the applicable Issuing Bank may in its discretionCredit Advance made to fund such reimbursement, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been absolute, unconditional and irrevocable, shall continue for so delivered for all purposes under long as any Letter is outstanding notwithstanding any termination of this Agreement. Within , and shall be paid strictly in accordance with the limits terms of this Agreement, notwithstanding any of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).following:

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to Borrowers may request that Lender or Lender’s affiliates issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated against the Revolving Note. Any letters of credit issued hereunder shall be in Dollars form and content acceptable to Lender. All requests for issuance of letters of credit shall require two Banking Business Days’ prior notice, and shall, unless otherwise agreed by Lender, have an expiry date which is the earlier of one year after its issuance or the maturity date of the Revolving Note provided that the expiry date of any letter of credit may be up to 12 months later than the maturity date of the Revolving Note if Borrowers agree at the time of issuance that, after the payment of all of the obligations of Borrowers hereunder, Borrowers will provide Lender with cash collateral in the amount of 103% of the stated amount of the applicable letter of credit. Lender may require Borrowers to execute Lender’s standard application and reimbursement agreement for letters of credit (the “Letters Reimbursement Agreement”), provided that, in the event of any conflict between the terms of the Reimbursement Agreement and this Agreement, the terms of this Agreement shall apply, including terms with respect to the disbursement of funds hereunder to reimburse Lender for drawings on letters of credit. If any Borrower so requests, Lender shall, subject to the other conditions set forth in this Section 2.2e and so long as no Event of Default or event which with the passage of time or giving of notice, or both, has occurred and is continuing and there is availability therefor under the Loan, issue letters of credit under this Loan Agreement that have automatic extension provisions (each, an “Auto-Extension Letter of Credit”), for the account ; provided that any such Auto-Extension Letter of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount Credit must (i) permit Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such letter of credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such letter of credit is issued, and (ii) not be permitted to have an expiry date later than the maturity date of the Revolving Loan unless Borrowers satisfy the requirements set forth in this Section 2.2e. Unless otherwise directed by Lender in writing, Borrowers shall not be required to make a specific request to Lender for any such extension. Borrowers shall pay quarterly, in advance all Letters fees and charges for issuance of Credit not to exceed at any time the Letter letters of Credit Facility at such timecredit, including: (i) fees customarily charged by Lender, (ii) for all Letters standby letters of Credit issued by credit, an issuance fee equal to the Applicable Margin then in effect of the face amount of each such Issuing Bank not to exceed such Issuing Bank’s Letter letter of Credit Commitment at such timecredit, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal fees set forth in such Letter this Loan Agreement or the Reimbursement Agreement. Upon issuance of Credit but in any event at least three Business Days prior a letter of credit against the Revolving Note, an amount of the Revolving Note equal to the date amount of the proposed renewal letter of such Standby Letter credit shall be frozen and unavailable for disbursement upon request of Credit and upon fulfillment Borrowers so long as the letter of credit is outstanding or subject to payment. Upon payment by Lender of any drawing on any letter of credit issued against the Revolving Note, Lender shall disburse funds under the Revolving Note to reimburse Lender for the amount of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)drawing.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Alternative Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 thirty days before the Termination Date in an aggregate Available Amount (i) for all Letters based in respect of Credit not to exceed at any time the Letter of Credit Facility at such time, to be denominated in an Alternative Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days ten Business Days before the earliest Termination Date and (A) in for which the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date aggregate Commitments of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) extensions of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.